Two Solid Claws Made of Metal
by Shadow Master
Summary: (BtVS/X-23/Metal Gear Universe/Possibly Marvel 616 Universe)(Gender Bender) Xander's willingness to do anything in order to protect those he cares about was well known. Too bad Fate decided to raise the bar.
1. Chapter 1

"Two Solid Claws Made of Metal"

(BtVS/X-23/Metal Gear Universe/Possibly Marvel 616-universe)

Disclaimer: I do not own any of the copyrighted material contained herein. They are the rightful property of their respective creators and associated companies. I make no profit off of this whatsoever and I have no intention of changing this at any point in the future. I write because it's fun and because there are those who enjoy reading my work. Therefore it would be greatly appreciated if anyone considering taking legal action against me would not do so in the end. I can assure you that my total net worth doesn't come even close to what suing me will probably cost you.

Timeline: In the BtVS universe this will happen years after the end of Season Seven but will not have anything to do with the Season Eight comic books or the events therein. I'd originally considered using YAHF as a springboard for what I wanted but then decided not to since it's been done to death. I have another idea of how to get things moving in the direction I want but please forgive me if it feels a little…off. I'll try to have someone read it over first to see how good it all fits together but no promises. In the Metal Gear Universe this will start halfway through the second world war since I think that'll be the best insertion point for what I have in mind. As for X-23 it'll happen during her time as a member of Wolverine's X-Force.

Note: What brought all this about? Basically it was getting ahold of 'Metal Gear Solid 5: The Phantom Pain and knowing that it's meant to close the gap between the prequel games (MGS3, MGS:Portable Ops, MGS: Peacewalker) and the more modern ones (Metal Gear, Metal Gear 2, Metal Gear Solid, Metal Gear Solid 2 and Metal Gear Solid 4: Guns of the Patriots). It got me and my muse wondering what we could do, how we could insert Xander into the Metal Gear Universe, and how to make it all come together just right. Immediately I crossed off making Xan into some kind of Solid or Naked Snake clone and started considering soldiers from other games, movies, TV shows and comics that could work. I couldn't make Xan too overpowered because that'd just create too much friction and probably seem ridiculous to you the readers. So after some thought this is what I chose. Yeah I know I could've gone with Wolverine instead of X-23 but that seemed a little predictable plus having two guys with cigar smoker's voices meet up.

Just chalk it up to me reacting to the generally positive reviews I got for my gender-bender story where Xander gets turned into Raven.

Note 2 : I am open to suggestions on how I can change events in the Metal Gear universe, be it for the better or the worse, just make sure that at the time of your suggestion it meshes with what's already happened up to that point in the story. I am not rewriting previous chapters to make it mesh. Also not all suggestions will be utilized in future chapters. I will read each one, weigh it against what I already have in mind and then make my choice. So if you REALLY, REALLY, REALLY want your suggestion/idea to be used by me make sure your suggestion is well laid out.

 _Two Solid Claws Made of Metal_

"Run that by me again?" he asked as he looked at the faces of the core members of the New Council.

"Amy's put out a contract on you." Buffy replied sounding completely serious and not at all joking.

"O-kay…you sure this is the same Amy Madison we saved from her psycho mother in high school, returned to human form in college and got a major revenge fixation during the mess with The First?" he asked not quite sure he'd heard right, "If she wanted me dead couldn't she've just cast a curse on me or something?"

"According to our sources she does not wish you dead." Giles said cleaning his glasses with concern, "The specifics are to capture their target and then bring you to her. Alive."

"That makes even less sense." He said as he tried to figure out what was going on, "Aside from using me as bait what else could she want with me? She couldn't use me as some kind of sleeper agent especially since we know about the contract and while I can kick ass pretty good for a one eyed thirty year old any one of you guys could kick my ass in a fight."

"Unfortunately Council sources weren't able to find any clues about her motivations." Robin Wood said putting in his two cents, "Only that with the payday of a quarter of a million dollars it's going to attract some pretty decent talent."

"A QUARTER OF A MILLION DOLLARS!?" he exclaimed incredulously at the idea of someone putting such a price on his head.

What the hell had he done to Amy to earn this kind of attention?!

Thinking back to high school he did his best to recall every single interaction he'd had with her then moved on to college before ending with the mess with the First. By the time he was done he couldn't think of anything serious enough to warrant a pricy abduction contract so the only possibility that made sense was that he'd been targeted as the weak link of the group. He wasn't a Slayer, he wasn't a magic user and he was stationed at one of the less guarded Council facilities currently in existence. Of all the people Amy could hate and feasibly reach he was the only one.

"Yeah so you get your butt down to the teleportation circle in the basement Mister because I'm beaming you back to the castle pronto." Willow said in her resolve tone making it clear she would not be denied, "Once you're here we can lock down the entire HQ and then NO ONE will be able to get to you."

"No." he said after only a moment's thought.

"WHAT?!" Willow exclaimed in disbelief at the quick dismissal.

"Why not?" Buffy asked sounding like she wasn't willing to accept his decision.

"Simple: If I go back to the castle that just means that whoever comes after me is going to have to bring some pretty big guns to get in and get by the Slayer security." He replied as though he'd considered this scenario before when in fact he hadn't, "That kinda ordinance, magical or mundane, isn't going to be pinpoint accurate and that means a lot of collateral damage and unnecessary deaths. I'm not going to let that happen. In fact I'm going to have every Slayer here except the pros beam out ASAP. Minimum body count and maximum skill."

"NO. You get down to the circle right now or I'm teleporting there and dragging you back to the castle myself!" Willow said not willing to listen to his rational train of thought.

"Not going to happen." He said shaking his head in the negative.

"You know how powerful I am Xander." She said narrowing her eyes and letting a little mojo glow seep out of her eyes, "I can do it."

"No you can't and you've only got yourself to blame." He said before he put on his best lopsided grin, "Remember the wards and restrictions you put into the magical defenses of every major Council branch HQ? As long as they're up it means no one can 'port in without the approval of the branch's top three command personnel. Seeing as how I'm not going to okay it you're only option'll be to 'port to the next nearest Council building and get here the old fashioned way."

He couldn't help but chuckle at the expressions rolling across his best bud's face as the wicca tried to find some way to circumvent her own work. However as frustration built up on her face he could only conclude that all her ideas were going down in flames one after another before with a growl of frustration mixed with running a hand through her hair she gave up.

"While I am proud that you are thinking of the welfare of others before yourself Xander are you sure it is wise to take such a risk?" Giles asked sounding more reasonable and rational, "As Robin has already stated we do not know what Amy plans to do once you are delivered into her custody. She could intend to simply kill you on the spot."

"No. If she wanted me dead she'd be with the contract soldiers when they came after me and just cross me off here." He replied shaking his head in the negative, "If she wants to relocate me by force then whatever she's got planned can't be done here. That means you'll have time to track her down to wherever she's got me and come riding in like the cavalry. So instead of trying to 'persuade' me to come to the castle focus on tracking down her base of operations so you'll know where to go after I'm nabbed."

"You're talking like you and the Slayers who stay behind won't be able to fight off whoever comes after you." Dawn said breaking her silence since the electronic meeting began.

"Oh we'll give as good as we get but Amy wouldn't be coming after me unless she was confident the person or people she hired could do what she told them to do." He said as he began to consider defensive strategies for the property, "We'll do our best to buy you time to find out where she plans on taking me but when the last line of defense looks like it's going to fall I'll get as many of my people out as I can before surrendering."

"Fine. I can't stop you." Buffy said sounding like she didn't like it one bit but accepted it as a reality she couldn't change at the moment, "Just TRY not to buy time like you usually do."

"But it's been so effective in the past!" he said defensively with a bit of humor mixed in.

"Running your mouth and pushing psychological buttons is risky enough when your captor wants you alive." Giles reprimanded putting his glasses back on his nose, "Doing either when they eventually plan on killing you will only make your demise occur that much sooner. If your plan is to stay alive until help arrives perhaps it would be best if you remained silent while in Amy's custody."

"I'll do my best but you know how things go whenever I'm around." He said recalling past adventures and misadventures.

"Quite." Giles said with exasperated resignation.

"Let's get to work people." He said reaching over to terminate his side of the conference call, "Africa branch signing off. Over and out."

With that he shut down the program Willow had written herself to allow them to communicate without curious people in both high and low places eavesdropping. According to his best bud there'd been a few close calls where some people had come close to breaking into the system but she'd closed off those avenues of infiltration and tightened communication security even further. Since then no serious threats on that front had popped up but nevertheless the Council's I.T department continued to monitor the system for possible intruders.

Now he was going to find out if the security she designed for the building he was in was just as good at keeping people out.

Reaching up to the microphone clipped to his right chest pocket he pressed and held the transmit button before saying "This is Xander. All personnel we will now be going to DEFCON three. I repeat: all personnel to DEFCON three positions. This is not a drill! MOVE IT!"

Getting up out of his chair he winced a bit as the aches from injuries both old as well as the more recent ones he'd picked up in the field made themselves known. He might only be thirty years old but his body had been put through almost a decade and a half of strenuous activity on almost a nightly basis. Like most professional athletes early to mid-thirties was about the time when they had to consider bowing out gracefully or letting the world see old age erode away their physical prowess. Some couldn't let go of the spotlight and held on for as long as they could until something happened that made it clear they weren't who they used to be. Others, more wise, chose to go out on a high note and use their fame to work their way into a job they could both do and would enjoy doing. For him the question was would he be able to remove himself from field duty when the time came or would he be so opposed to being turned into a paper pusher that he'd ignore the warning signs until it was too late.

In the end he concluded that he'd be whatever the Council needed him to be and if he could no longer serve on the frontlines he'd do what he could behind the scenes to support those who still did.

He might not be able to walk away from the good fight but he wouldn't let foolish pride hurt it either.

He'd kill himself before he gave the enemy ANY help.

 _ **Central Operations Room, African Branch, Later**_

"Are you sure they're coming tonight?" Kimberly asked from her seat behind one of the computers in the operations room of the building.

"Not really but it'd be in keeping with the kind of luck I have." He replied as popped the magazine out of his SIG-Sauer P229R, checked the bullets inside and then slid it back in, "Besides Amy had to know we'd find out about her contract sooner or later. Once we went to DEFCON three anyone looking to cash in on it is going to have to move fast."

"Couldn't they just wait until we let down our guard and then strike?" she asked turning away from her monitor to look at him.

"If Amy had the patience for it sure but she can't afford to wait that long." He replied with a shake of his head, "I don't know where she got the money for the contract but I doubt she has a lot of resources to call on. She has to know that Buffy and the others will be looking for her now and without support from organizations like Wolfram and Hart she won't be able to win in a straight up fight. In order for her plan to work she has to get me and do whatever she plans on doing before they get to her."

"So she's on the clock and it's counting down." She said realizing what the situation truly was, "She'll be pushing for results even if it'd be better to wait."

"Yes and that's gonna be our best advantage." He said with a nod as he let his eyes pass over the monitors for signs of trouble, "Impatience breeds defeat."

He just hoped that whoever was coming for him wasn't so good at what they did that even when forced to hurry they were still head and shoulders above the target.

It'd been four hours since his conference call with the other Scoobies and everyone in the branch HQ had been following the DEFCON three procedures he'd drawn up. With wireless controllers a series of explosives that'd been buried under the dirt, both inside the wall and outside of it, were brought online. They could be detonated both by the people holding the controllers and via pressure sensors in between every three explosives. The pattern that'd been designed was an even match between being far enough apart so the entire field of bombs wouldn't go off all at once but not so distant that it'd be easy for an enemy to get past them unscathed. He'd also put the four Slayers most adept at sniping on the roof covering all four corners with spotters assigned to each of them with one time protective magical barriers to keep them from being taken out without warning. At every method of entry into the main building he had two Slayers posted armed with firearms suitable for indoor fighting along with their preferred melee weapon. Everyone was wearing tactical vests like the ones that SWAT teams wore along with modular integrated communications helmets favored by the American military.

When added to his insistence that concealed blast doors be installed in the building at ten foot intervals capable of withstanding a full grown man's weight of C4 going off next to it and they were as ready as they were ever going to be. Even if those doors couldn't handle TWO blasts of that magnitude by containing the blast between two doors and reinforced concrete walls anything caught inside would be killed preventing that second explosion from happening. The only way past it would be for two man sized C4 blasts to go off at once but considering the fact that there were twenty such chambers that could be created at a moment's notice it'd take a truck filled with the stuff to neutralize them. He and his Slayers would see it coming and with a little luck be able to turn it to their advantage somehow.

Personally he'd like it if they set it all off while it was surrounded by enemy troops but he didn't think they'd have that much good luck.

Better to plan for the worst than get careless and wind up staring down the barrel of a proverbial gun.

It was on his second pass of the monitors that he spotted movement that hadn't been there before and definitely wasn't animal in nature.

"Heads up people!" he said into is comm-microphone, "We got our first visitor of the night and I doubt he's the mail man. Sniper's one and two? Get him in your crosshairs. Three and four? Keep an extra sharp look out in case this one's a diversion. Acknowledge?"

"Sniper one acknowledges."

"Sniper two acknowledges."

"Sniper three acknowledges."

"Sniper four acknowledges."

"Confirm that all four of those transmissions came from their designated communications devices." He ordered considering a possible means of deception.

Kimberly looked at him a bit weird but did as asked and called up the records of the most recent transmissions. It was information he'd asked Willow to make his system record ALL the details of any communications sent or received to his people. He'd told her that he wanted to make sure that any faked calls could be spotted, examined and hopefully traced back to their point of origin. It was easy to do so with phone calls but for radio transmissions it was a little more tricky since they were airborne but necessary hardware as well as software was installed just the same.

"All four transmissions confirmed as coming from our snipers on the roof and voice analysis says its them." Kimberly said after five minutes of work.

"Is it one hundred percent?" he asked wanting to make sure the real deals were up on the roof.

"There was some slight deviation on three and four's voiceprint analysis but it could just be the stress or some slight distortion from the communications equipment." Kimberly replied with some slight pondering, "It's nothing to worry about."

He wanted to believe her, knew that there was always a small discrepancy in such things, but he couldn't help but worry about shape shifters or some demon that could mimic someone's voice almost perfectly. If three and four really hadn't been the ones to call in but intruders who'd faked their voices to maintain the illusion of everything being normal then they could be on their way inside at any moment.

"Security team's eight and nine? Move to the two roof access points." He said into his microphone, "Assume Darkholme defense protocols. Lethal force as a last resort ONLY."

"Aren't you overthinking things a bit?" Kimberly asked sounding a bit surprised by his order, "No analysis is one hundred percent. There's always some deviation."

"Maybe I am but I'd rather find that out after when this is all over then let a potential threat slither past our defenses." He replied conceding that paranoia might've played a role in his decision.

Turning back to the view screens he scrutinized the contact to determine if it was friend or foe.

It looked to be a little taller than Buffy but it was hunched over in a way that implied that it couldn't stand up straight due to anatomical or medical reasons. It didn't discount the possibility of it being human but it also still left the possibility of the potential intruder being a demon of some kind. Pretending to be some sort of sickly human was a decent way of getting close to a target location without appearing to be a threat. Some careless security people could very well discount such a contact as a threat and not realize their stupidity until it was too late.

Still with the buried explosives between the contact and the main building there was no way that it could get any closer without taking some damage. He'd seen quite a few demons in his life but none had natural armor tough enough to take being blown up. Mojo users might be able to put up some kind of barrier to keep from being killed by the explosives but enough close quarters blasts would shake them up big time. At the very least the mage would have their hearing temporarily impaired by the loudness of the blasts making it that much easier for the internal security forces to get the drop on them.

However then something happened that he hadn't seen coming AT ALL.

The unknown contact knelt down, placed both hands on the ground and then let loose a torrent of electricity that rolled over the ground in front of them like water towards the mines outside the wall. Judging from the way the hostile was arching their back and raising their head the act either caused them great pain or great pleasure but he didn't care about that. What he cared about was the fact that somehow the electricity was setting off the buried explosives one after another effectively removing the first line of defense from the hostile's path. Everything he knew about explosives said that that shouldn't have happened but since he had a feeling that they were dealing with magic things like 'impossible' were a little harder to come by. Assuming that the intruder could do a repeat then the concealed explosives were pretty much useless.

"Snipers! Take out the target!" he ordered through the microphone, "Lethal force authorized!"

Waiting for the first kill to be made he was disappointed when random manifestations of electricity appeared looking like some sort of barrier that he'd bet good money was deflecting the sniper rounds somehow. Considering they were using Cheytac four hundred and eight caliber sniper rifles that was pretty impressive and very worrying because given the speed the bullet would be moving it'd be impossible for the target to perceive it. If it couldn't be perceived then the only way this could be happening was either the target wasn't human or they were a magic user with a spell set to trigger when certain criteria was met. Did that criteria include melee or hand-to-hand attacks? Probably. That meant that they had to take it down before they could eliminate the hostile. Some might think that it couldn't be done but they forgot one cardinal rule: energy is energy whether generated by science or sorcery. Whether the intruder was a mage or a demon there had to be limits to the energy powering their spells so all they needed to do was force their foe to use it all up. Once that was done the barrier and the electrical attacks would come down allowing for the elimination of the target.

"Snipers! Keep firing! Use all your ammunition!" he ordered before turning around and walking towards the door, "Start chipping away!"

Leaving the room he began to make his way towards the armory where he could pick up a few party favors that he hoped would prove to be enough to tear down the electric barrier and make quick work of the intruder.

"This is Harris to all internal security." He said through his microphone as he walked, "Intruder has electricity based attacks and defenses. We're going to employ the 'patience of a mountain' tactic. Arm up for it but keep something in reserve for the final round. Converge on the front entrance and all windows on that side of the building. I'll be there in a minute."

A series of 'rogers' and 'understood' replies filled his earpiece but he was only partially listening as he considered the situation as a whole and pondered it. Was this indeed the main attack force or merely a flashy diversion? Given how attention grabbing the electricity attack was it'd almost certainly caught the attention of anyone who saw it. Once the last of the internal security made it to the front he'd drop the blast doors on the opposite side of the building to keep any force coming from the rear occupied. Hopefully the unseen foe would be delayed long enough by the metal walls that he and the others could deal with the enemy in front of them before turning to take down the one behind them. If not that then at least force hostile number two to come around to the fight where they could lay down some lead for them too.

Reaching the armory he went in and strode towards one of the large boxes at the rear half smiling that the chance to use its contents for the first time since acquiring it. Using a key on his keychain he removed the lock he opened the box to reveal a GE M134 Minigun modified so that it'd work just like it had for Blain and Mac in the first Predator movie. Technology had advanced quite a bit since the movie had been shot so all of the problems that'd have made a man wielding it in battle impossible had been more or less resolved. Sure he'd had to ask Willow to put a few spells on it to deal with the issues that cutting edge weapons tech couldn't handle but even though he hadn't used it before he was confident in the work of the Council and its members. Putting the weapon and its accessories onto the appropriate places in his body was a little difficult but he managed it just the same. It was heavy so he'd have to count on the Slayers to keep the enemy from getting a bead on him but with a little luck the volume of bullets he'd be sending down range would make counterattack impossible.

Before he left though he decided to grab one more thing, one more weapon, just in case he was forced to abandon the minigun entirely for some reason.

 _An AA-12 automatic shotgun should have quite the impact._ He thought as he picked up the weapon, slapping one already filled drum into it before putting two more into web pouch at his waist.

 _ **Central Operations Room, Kimberly's POV**_

"When did my life suddenly become an eighties action movie?" she asked herself as she watched the battle unfold through the various security monitors.

Not that she personally had anything against such movies but she was still getting used to her life suddenly becoming one of those paranormal themed TV shows. It had only been a few months ago that she'd been hired on and it'd taken her weeks to get used to the fact that magic, vampires and demons were real and not the residents of someone's disturbed mind. It'd been made easier by the fact that she'd be staying operations room of the African branch of the Council rather than out in the field. She wasn't the only one assigned to the room but her duties were to manage communications from Slayers stationed throughout Africa while at the same time staying on top of local security. With twenty people in the room at any one time they could keep tabs on their property as well as the towns close by. It'd been pretty fulfilling but also stressful due to all the lives on the line with every mission they undertook and even during routine patrols of the area.

Fortunately she had her own coping mechanism for the stress even it did force her to go to the gym twice as often as she used to.

Looking at the monitors she could see in every one of them a Slayer firing her weapon or dodging a blast of electricity from the intruder. Her heart jumped every single time she saw a friend barely managed to evade the arcs of energy shooting towards them and gasped with shock whenever the attack connected. So far the struck women got back up after a minute or two but the pain was evident and damage had been done. It was only a matter of time before their Slayer resiliency reached its limits and death threatened to take them from this world.

Still she could see signs of Xander's plan working just the same.

With only a few breaks in the barrage they were keeping an almost constant volume of bullets directed at the barrier protecting the intruder. The arcs of energy that made up the barrier worked to their advantage too since it obscured the intruder's vision making it difficult for him to aim his electrical attacks. She could see on the monitors that every once in awhile one of the Slayers would make a run to the armory to bring back more ammunition but thankfully one missing person didn't disrupt the plan. Whether or not they had enough bullets to win was iffy without knowing more about the enemy but stubbornly despite their best efforts the intruder's head remained obscured. Nevertheless there was no way that the onslaught wasn't draining the foe's magic with every impact so all they had to do was keep going strong until the barrier fell. Once that happened it'd be game over for whoever had taken up the contract would be captured or killed depending on what Xander decided was the correct course of action.

BEEP! BEEP!

Snapping her head back to her own monitor she saw that a warning icon had popped up indicating that someone was trying to gain access to the building's computer network. She was immediately suspicious about the timing considering what was going on so focusing all her attention on her computer screen she began to investigate the computer attack. Sifting through the data her worry spiked as she realized that whoever was trying to hack their way in was pushing the security programs to their limits. Considering that they'd been designed by Miss Rosenberg and enhanced with sorcery it implied much about the skill of the hacker. Immediately she began to bring some additional programs online, ones that normally were inactive unless they were needed, and began to run some trace subroutines to find out where the new threat was located. Once she had that information she'd be able to counterattack and hopefully force the electronic enemy to withdraw in order to protect their own systems.

 _Whoever's doing this has got MAD skills!_ She thought as the third of five protective barrier programs on the network's outer perimeter shattered leaving only two to keep the foe out.

Issuing commands to have subprograms begin rebuilding the destroyed protective barriers she continued working to block the hacker and keep them out of the system. If the unknown person managed to get all the way in then vital Council information would be exposed and it would be all too easy to seize control of the security system and turn it against Xander as well as the Slayers. She knew for a fact that there were tons more hidden surprises spread out all over that hadn't been brought to bear because they'd be overkill in this situation with the risk of friendly fire being too high.

She somehow doubted that their attackers would care if either friend or foe got hurt so long as Xander was still alive and fit to travel in the end. A ton of Slayers could be taken out making it that much easier for the electricity wielding intruder to dispatch the rest and capture Xander so that the contract could be fulfilled. She HAD to stop that from happening!

However with every failed attempt to expel the hacker from the system her confidence in her abilities dropped. She might not have honed her skills with recreational hacking but she still had skill in the area of computer warfare. From the looks of things though her skills were proving to be woefully inadequate in repelling the invader as yet another barrier fell leaving only one behind to keep the person out of the building's network.

She had to warn Xander!

Before she could remove her hands from the keyboard though two things happened at the exact same time or near enough to her eyes to not make a difference.

First the final barrier fell before she could get a word of warning to Xander.

Secondly arcs of energy, completely different from electricity in appearance, leapt out of both the monitor as well as the keyboard striking her body and freezing it in place.

"Not so quickly my dear." A digitized female voice said from the computer speakers, "I can't have you ruining the surprise just yet. Perhaps you'd like to help me with the surprise. It'll be FUN!"

Just hearing that last sentence was enough to cause her fear to spike and that was when energy in such quantity that it blinded her every sense surged from the computer. Like scalding water trickling down a serious of channels the size of plastic straws she felt the energy invading her body, creeping from the outside in, and she was afraid. Something was INVADING her body! She tried to fight it, use the techniques every Council member was taught in order to counter mental manipulation, but it was like a child trying to fend off an angry dog twice its size. She only gained ground where the intruder permitted and often it was at the cost of territory much more important to retaining control of herself.

In the end the door slammed shut and she became a prisoner in her own body.

Unable to do anything but watch as it moved by someone else's will.

She screamed mentally as she pounding on the door her mind was now trapped behind.

"Now, now, my dear. Don't worry." Her voice said acting on another's instructions, "Rest easy knowing that once Harris has been safely delivered to my employer I will ensure that you will not have to live long with the guilt of the experience."

 _ **African Branch HQ's Courtyard, Xander's POV**_

"Keep it up!" he yelled even as he tossed off the last of the minigun gear and brought the AA-12 automatic shotgun up, "It shouldn't be too much longer!"

"Got it boss!" cried out the Slayers even as they continued to lay down fire on the intruder.

Even though he sounded confident he had to admit that it might very well come down to the wire. The sheer amount of firepower the intruder was taking had him wondering what sort of powerhouse they were dealing with and if the hostile really was here for the reward. The years of fighting had broadened his mind in terms of the darker side of the world including how mercs and hired guns usually behaved. The professional ones looked at potential jobs in terms of costs and benefits to say nothing of the overall personal risk. The amateurs took jobs that'd help their reputations or promised big paydays but rarely gave the variables the true weight they deserved until they were right in the middle of things. The psychos…they chose jobs that'd let them indulge in their personal fetishes and demented desires with money being just funding so they could stay entertained between jobs.

The intruder's actions were precise, efficient, and that implied that he was dealing with a professional that didn't believe in wasted movement or energy. Given the display of power and skill thus far it struck him as odd that a quarter of a million dollars would be enough of a reward. Power like this should've drawn in recruiters from the Order of Teraka or maybe one of the various powerful members of the darkness looking for an enforcer. Such low paying jobs like this one were usually given to the rookies or the amateurs to either grow stronger or because none of the more experienced operatives would take it.

There was something more going on, just outside of what he could perceive, but damn if he could figure it out what it was.

Popping up from his cover he took aim and pulled the trigger pumping out frag-12 rounds as fast as they could slide into place to be fired. Again and again they struck the protective barrier around the intruder and it was only when the weapon had expended half of the rounds in the drum that a round finally broke through slamming into the hip with bloody effects. While the amount of flesh that was gouged out was smaller than your average person's fist the secondary damage surrounding the point of impact made up for the shortcoming.

With the first breach successful shots from the other Slayers began to make it through as well tearing into the intruder and causing them to shake like a car's bobble head going down a particularly bumpy road. He waited until the majority of them had expended all their ammo and were about to slap fresh clips into their weapons before giving the hand signal to ceasefire. The intruder keeled over, the damage to its body too severe to keep it standing any longer, and soon began to bleed over the ground. Warning the girls to stay back he slowly advanced towards the intruder, his shotgun ready to fire at the first sign of danger, determined to see who had come to kidnap him. Once he was close enough he inserted the tip of his right leg under the corpse and with a jerk flipped the body over onto its back so he could see the face of his foe.

What he saw was not what he'd expected.

He'd expected to see someone who showed signs of being a person who killed for a living, who'd fought powerful or numerous enemies in order to accomplish their mission, but what he got wasn't that.

It was a man in his mid-twenties who'd look more at home standing in line at the local soup kitchen than taking contracts to snuff out the lives of random people. Indeed if the teeth he could see through the small gap in the dead man's mouth was anything to go by they hadn't seen a toothbrush or toothpaste in years. While he knew that few assassins for hire adhered to the image Hollywood used in their numerous films his mind couldn't reconcile the image before him with a hired killer.

Something stank and he didn't like it.

Before he could tell the girls to put restraints on the body and move it to one of the cells they had for keeping mages prisoner an alarm began to sound that shocked him to the core of his being. It was an alarm that'd only sounded once as a test when he had the compound's defense systems fully installed. When the building had been built Willow had handled the magical defenses but he had more conventional defenses installed just in case. His friends hadn't believed them necessary or thought they'd even be effective against the foes they fought but he'd known that centuries of fighting one particular way bred predictability. Since the weapons employed by modern military had only been developed within the last century or so the things that went bump in the night wouldn't be prepared for it. Plus he didn't care how fast something could regenerate. If it was blown into meaty chunks there was no way it could pull itself back together to become a threat. The natural armor some demons possessed might've been strong enough to stop melee weapons and some low caliber guns but he'd ensured that his girls would have access to top of the line military ordinance. Even if one shot wouldn't bother them much they had skeletal systems just like everyone else and just about every living thing died if you destroyed their brain or separated it from their body.

However the system that the alarm was blaring now was heralding had only been intended for situations where the compound came under siege from a large enemy force. If such a large army came at them the concealed explosives and contingent of Slayers assigned to the building could very well not be enough to defeat them. Thus he'd acquired the means to assure victory against an opposing force as strong as half the total power of the entire Council no matter the cost.

One after another parts of the wall and the main building's exterior either slid open or flipped to reveal all manner of modern weapons ranging from those that shot arrows to those that fired bullets to some that even launched explosives. All of them were equipped with a device that was a mixture of motion sensor and video camera the latter of which would transmit what it saw back to the operations room where Kimberly was. The system that joined them all could operate on one of two settings: either they could have their targets chosen by those in the operations room or they could simply target anything that moved. The former was generally used when the force was small enough that the operators would have no trouble staying on top of things when it came to designating targets. However for times when the forces assembled against them were larger the motion sensing setting was used because no human would be able to operate the weapons at that level.

The part that had him worried though was the fact that the latter setting, the one that he had a sneaking suspicion was being employed now, had one requirement in order to be fully effective.

All the Council members needed to be inside the main building before the motion sensing setting took effect.

"Everyone inside NOW!" he yelled before running for the front door to the main building.

He got less than ten feet before metal plating and blast doors began to drop over every method of getting inside. One after another the openings were covered up being punctuated by an audible clank of a lock sliding or falling into place making it impossible to move them with physical force. THIS he knew couldn't have been done by the same system or programming that controlled the guns but rather it had to be activated by someone in the operations room.

"Kimberly! What the hell're you doing!?" he yelled into his com device even as the last few weapons revealed themselves.

"Oh little Kimmy can't come to the phone right now Harris." Came a voice that was both hers and not hers at the same time, "But don't worry she isn't the least bit guilty of what's about to happen. She's merely a spectator. Now time for the show!"

He wasn't quite clear on all the details but one thing he was sure of was that they were completely in trouble and that Kimberly was not doing all this of her own free will. The intruder must've been the distraction in order to seize control of Kimberly and the compound's defenses in order to turn their own tools against them.

And he hadn't seen it!

Roaring with rage he opened up with his shotgun determined to use it to destroy every weapon emplacement he could before they opened fire. A part of him knew it was pointless, that the weapons would kill them all in seconds, but he refused to give up and let the massacre happen without putting up some kind of fight. The other Slayers joined him in his efforts but all too soon their strategically inferior position was made clear to them as bullets and explosions blanketed the area. A scream to the right and he watched as Maxine, a Slayer from the United States, was engulfed in the flames spouted by a flame thrower. He moved to knock her to the ground, to get her rolling on the ground so the flames tearing at her body could be extinguished, but before three steps were taken a pair of gunshots tore into his legs sending him to the ground. It felt like white hot metal had been inserted into his lower limbs and even the slightest bit of movement caused him to cringe in agony. However the screams and cries of those he was in charge of gave him all the incentive he needed to keep fighting, to keep moving, against what was happening around him.

Sadly it ended too soon and all that was left was the silence amid the sporadic crackle of the flames slowly immolating the fallen Slayers they clung too. Near as he could tell he was the only survivor and the guilt of it all weighed on him like the Empire State building with only his own desire to live keeping him from being crushed outright.

Part of him wanted to believe that he'd been blindsided, that there'd been no way for him to anticipate that someone would have seized control of Kimberly, but he was still the branch chief and with that came certain responsibilities. It was his responsibility to ensure the safety of those under him and make sure that they had a safe place to call home. As a result it was on him to anticipate every possible scenario, devise countermeasures to every possible means of attacks, and in that he had failed as the corpses surrounding him could attest to were they still alive. A wolf in sheep's clothing was par for the course in the supernatural and he should've come up with some way to screen out the usual methods or provide Kimberly with some kind of protection.

 _Assuming I survive this I'll do better next time._ He thought making a mental note to make it so that it required the passwords of two senior branch members to activate the hidden arsenal, _I will never let this happen again!_

He didn't know how much time had passed before the sounds of the blast doors and metal plating retracting cut through the air. Rolling onto his side he watched Kimberly or rather the thing controlling the girl's body walk out with gun in hand smiling the sort of smile he'd seen countless times on vampires who were particularly sadistic with their prey. Was that it? Had she been turned? No. He knew how to spot a vamp even if they didn't have their game face on and he'd seen her in daylight only a few hours ago. Vamps didn't rise that fast no matter who sired them.

"Sorry about the shots to the leg but I couldn't have you ruining the show." 'Kimberly' said with false regret as she took aim with the gun, "Besides this'll make it easier for me to get you to my employer. Can't run away if you can't even stand. Now I know you've had a rough night so howsabout you get some shuteye and it'll all look better in the morning. Maybe. Eh! Probably not!"

With that the person controlling Kimberly pulled the trigger but instead of pain and death what he got was a sharp prick to the neck and unconsciousness rushing in like a tsunami to claim his mind.

Given what was likely heading his way he almost wished she really had killed him.

 _ **African Branch HQ's Courtyard, Willow's POV, Later**_

"What…the hell…is THIS!?" she exclaimed once the effects of her teleportation wore off.

It'd been a little over an hour ago since the operations room back at the castle had registered the activation of what Xander had called 'the Omega System' and immediately they'd tried to reestablish contact in order to find out what was going on. They knew the circumstances under which her best friend said the system was to be activated so naturally they were worried. When they got no response Buffy had immediately assembled three Slayer teams at the same time she'd gathered her top three students. They went down to the teleportation circle that every major branch building of the Council had in their basement and began the ritual that'd spirit them away to Africa. No one was more surprised than her to find that the connection that made the teleportation possible had been seriously compromised. It was if it'd formerly been a pane of glass and now lay in pieces retaining its previous shape by chance alone. Part of her mind raced to try and figure out how that'd happened but the majority of her felt her concern for Xander surge forth like a geyser.

Racing through the possibilities she clung to the belief that they could still make the teleportation work but only once. The catch would be that her three students would have to stay behind and use their magic to enhance the connection to make sure that the Slayer teams and her arrived safely. It'd been deemed an acceptable sacrifice and so with less than half an hour of preparation the teleportation ritual was performed.

Never in her darkest nightmares did she expect what she saw before her now.

The destination of the teleportation had been the compound courtyard since it was decided that until they knew what'd happened to the arcane circle in the basement it'd be best to arrive above ground. Now though she almost wished they'd chosen to chance the basement because it'd be better than seeing the horrible landscape around her. All the stories and all the pictures she'd heard about battlefields in wartime did nothing to prepare her for the scattered bodies littering the ground. Some had been burnt to a crisp and some had been blown apart by something. Precious few were in any state for an open casket funeral and some would require that they hunt for body parts before putting them together like a jigsaw puzzle. Shell casings littered the ground and there were impact craters indicating the use of explosives or high velocity shells.

"I don't know but it might not be over yet." Buffy replied sounding quite grim and angry, "Slayer team one? Begin identifying the dead. I want a body count and a list of who's dead as well as who might be missing. Enemy hostiles might also be among the dead. BE CAREFUL."

"Roger that." Team one's leader said sounding like she wasn't looking forward to it but would carry out her orders just the same.

"Slayer team two? Escort Willow down to the basement." Buffy ordered as her eyes panned across the environment looking for trouble or something important probably, "She's gonna analyze what happened to the teleportation circle. It might give us a clue about what happened here."

She would normally object to being given a bodyguard detail but considering everything around her…yeah a little backup would be nice.

"Team three you're coming with me. We're heading inside to the operations room to take a look at the security recordings." Buffy said bringing her weapon up into a ready position, "We need to know what happened here and what happened to Xander. We're lagging behind on this one. Let's not just catch up but overtake. MOVE OUT!"

With that they went their separate ways with Slayer team two forming a loose circle around her with each set of eyes keeping careful watch on a different direction. She wasn't combat fit like the Slayers but she was managing to keep up with them just the same.

Of course she could be forgiven for stumbling every so often.

Especially when they occasionally came across the dead body of a fallen Slayer or Council employee all of whom looked like they'd been clawing at something before they died. Signaling for the Slayers to stop she knelt down to one of the bodies before reaching out with her magic to determine how he'd died.

"Suffocation mixed with an overdose of knockout gas." She said with sadness as she rose back to her feet, "Somehow they must've been sealed up inside the blast doors after which it was flooded with knockout gas. Flooded until there was more gas than breathable air."

"At least they died better than the ones outside." One of the Slayer's assigned to her commented, "C'mon. Let's get down to the basement."

While she would've preferred that they take a moment to say a prayer it made more sense to wait until all the dead had been gathered so that it could be done all at once. Rising to her feet she proceeded with the team to the stairs leading to the basement where the teleportation circle was located. It took about ten minutes to get there but when they did what she saw at first glance proved enough to give her some ideas one what might've happened. There were scorch marks scattered across the wall in the direction of…of the massacre and the way they were spaced apart made her think of some kind of energy shooting out of it. There was one single scorch mark in the center of the arcane circle implying that whatever hit had come from the wall then angled down to the floor.

"Must've happened while Xander and the others were fighting." She muttered as she walked to the edge of the circle.

If it'd have happened before the fighting got started she knew Xander would've factored it into his next move possibly ordering those there still with him to flee away from the compound. When someone slams the door shut behind you its generally done because something's coming that might cause you to use it. Did that mean that there was a possibility that Xander might've won the fight upstairs and then escape before the hammer dropped? Or were they trying to keep Xander from calling for backup? There was too much she didn't know. Going down to one knee she reached out with her hand and touched the edge of the circle connecting to it with her magic in order to get a feel for it.

"The circle was overloaded." She said with a gasp as she pulled back her hand, "Whatever came through that wall hit the circle and force fed it more energy than it could handle until it shattered."

"Wouldn't that've triggered some kinda huge teleportation event?" a Slayer asked sounding puzzled.

"No. Unless someone was down here to direct the energy towards that purpose it'd just keep on soaking it up until…" she replied before spreading her arms out gesturing to the area around her, "…this happened."

"Then they had to know about all this right? The circle and how it was made it up?" the Slayer asked sounding worried about the implications.

"Probably. Even if they never got a chance to see it they would've sensed it being used." She replied as she got up and moved to the wall where the energy came from, "All they'd need to do would be to go through the possible methods of teleportation and eliminate the ones that wouldn't be suitable for Council use. They wouldn't need to know exactly which one we were using. Just the top four possibilities."

Indeed if they narrowed it down to the top four possibilities those methods would likely have similar properties making relatively simple to come up with a way to overload them.

Reaching the wall she put forth her hand again hoping that this way she'd be able to examine an untainted sample of the attacker's energy so it could be used to identify them. She started as a residual jolt leapt from the wall to her hand but she'd anticipated something like that so she'd protected herself beforehand. Feeling her way through the energy she could definitely tell that it was rooted in dark magic but it felt…rigid somehow. Like it'd been discharged in a specific way for a specific purpose. Kinda like preprogramming something to go off at a certain time. It wasn't typical of how most magic users operated since it lacked adaptability to have your power strictly tied to certain spells. It'd make more sense if the person responsible was using a talisman or some other arcane item that'd been enchanted to do one spell and one spell only.

 _But to give off enough energy to fry the circle over that kind of distance…_ She thought as she continued, _There's no way that the talisman or item isn't mentioned somewhere in some book._

Focusing her mind she worked to memorize the energy signature of the spell that'd come out of the wall using the leftovers in each scorch mark to commit it to memory completely. She didn't know how helpful it'd be to track down Xander but she wasn't about to let any clue slip by her no matter how small.

"I've gotten all I can here." She said after finishing her examination, "Let's get back upstairs and see what Buffy's got."

Nods happened all around and so the group began moving back upstairs staying alert just in case.

When they got to the operations room Buffy stood at the main console while the rest of her team operated the various stations pulling up information and putting the most important on the main screen. However if the mix of distortion effects was any indicator something had seriously messed with the integrity of the files in the system. Given time she could probably reconstruct most of it but time was not on their side.

"Any luck?" Buffy asked turning to face her at the sound of the door opening.

"Whoever hit this place fired off a spell that fried the teleportation circle in the basement." She replied as she began to take in the information on the screen, "I've memorized the signature of the energy used. Given time I can track it down to its source."

"Let's hope you have time." Buffy said sounding like she wasn't a fan of the odds, "While you were looking down there we've been trying to pull up the video from the security cameras going forward from our last call with Xander. So far it looks like Xan was going all out to make sure the place was covered from all angles and the remaining Slayers armed to the teeth."

"I know you don't like guns Buffy but Xander's proven he knows how to use them without shooting himself in the foot." She said in defense of her friend's choice of weapon, "Besides it looks like the Slayers had melee weapons too so it was a decent enough compromise."

"I guess." Buffy said before turning to the Slayer operating the main console, "Sasha? How's the rest of that video feed coming?"

Unlike what most people thought Slayers knew more than just how to kill things. One of the things that they'd insisted on when they'd rebuilt the Council was that each Slayer got a full university level education in whatever field they wanted. In the case of Sasha the young girl had chosen to specialize in computer programming and information technology systems making her the ideal one to make sense of the mess before them.

"Whoever tore through the system was pretty thorough but they had all the finesse of a rampaging caveman." Sasha replied sounding disgusted by the lack of skill, "Fortunately that works in our favor. I've managed to piece together some video clips focusing on the estimated time that the teleportation circle was destroyed. Be warned though: it's gonna be choppy as hell!"

"We'll take what we can get." Buffy said before nodding her head as a signal to start the clip reel.

Looking up at the screen she watched as it changed from static and distortion to a more or less clear view of the battlefield and the battle was clearly underway. Guns were blazing and a robed figure was firing off blasts of electricity even as the same energy was used to deflect incoming fire if only to just barely avoid hitting the user. She had to shake her head at the sight of Xander using a big ass mini gun thinking 'boys and their toys' as she watched him use it. She winced as a few of the Slayer's took a grazing hit from the electricity but when they got back up she took heart that it couldn't have been serious. For a moment she wondered what her friend's strategy was but it became clear soon after when the intruder's barrier fell before they were riddled with bullets. She thought it was a bit of overkill to hit someone with that many bullets that long after the fatal shot had no doubt already struck. It came to an end eventually and she watched as Xander approached the downed intruder and flip them over, probably to identify them, but that was when the choppiness kicked in.

It was what happened next that struck her hard as both Xander and the intruder had vanished from the screen leaving only the Slayers in the battlefield just as they had been before. Before she could even think up the questions she watched as more guns and weapons than she'd ever seen before came out of hiding places in the walls. Before any of the Chosen could do anything about their situation they came under assault and what followed was not a fight in even the loosest sense of the word.

It was a massacre.

She couldn't bring herself to watch as one Slayer after another fell before the weapons meant to keep them safe. She only risked looking back after a minute but it was still in time to see the last Slayer fall, engulfed in flames thanks to a flame thrower, causing horror and sadness to surge within her. However before it could overwhelm her she used her willpower to shove it into a safe within her mind before slamming the door shut behind it. She could deal with the emotions later. Only rational thought and cold had facts could help her rescue Xander.

"Well that tells us how they all died but it doesn't tell us what happened to Xander." Buffy said sounding like she'd be tearing the person responsible for the massacre to pieces when she caught up with them, "Can you bring up video from the other cameras? Like just inside the front door or someplace out on the perimeter outside the wall?"

"I can try. Just a moment." Sasha replied as she began typing at an impressive speed.

While she was tempted to step in and add her computer genius to the mix she'd learned a long time ago not to hog the spotlight. Sasha was good at what she did and until it became clear that she couldn't overcome the obstacle she'd just stand and watch. It took ten minutes before something new came on the screen but what she saw had grave implications and didn't make any sense knowing the people involved. Based on the time stamp in the upper right hand corner of the screen the images being shown occurred ten minutes after the massacre took place. However that didn't explain seeing Xander and his operations agent Kimberly walking casually out of the main building towards the demolished wall. It also didn't explain her best friend noticing the shaky movements of one of the Slayers barely clinging to life and SHOOTING her in the head before continuing on with Kimberly.

She knew what it implied but she didn't even give it a second's consideration before rejecting the implied message.

"Someone's playing a sick game with us!" she growled as the screen turned to static.

"Too bad for them we don't play by anyone's rules but our own." Buffy said in a voice as cold as ice, "Get to analyzing the energy Willow. The labs here should still be in good enough condition for that. I need a place to focus my rage. Find me one!"

"Consider it done." She said turning towards the operation room's door.

She'd find the source of the energy, be it mojo user or talisman, and she'd do it in no time at all.

Just you watch!

 _ **Undisclosed Location, Later, Xander's POV**_

"Wakey, wakey, Xander!"

SLAP!

The shock to his system was enough to bring him fully to consciousness but even after he'd opened his eyes there was still a little sluggishness in his body. However his instincts still had him looking about the room in order to find out where he was and what his current situation was. The room he was in was done up in a manner similar to one of Willow's labs back at the castle but was different in that whoever was behind it all was either a horror movie fanatic or wasn't entirely stable.

Knowing his luck it'd be both.

When he tried to stand up or even sit up he found out that he was restrained at every major joint as well as around both his waist and his chest. A little overkill but he decided to take it as a compliment since it implied his captor thought he was as badass as some Hollywood action stars were made out to be. However it also meant that until a means of removing the restraints or having them removed popped up he was trapped. Not his favorite position but one he'd kinda gotten used to over the years. So rather than be a jarring experience it was familiar enough that he was able to keep his cool and assess the situation more objectively.

"Oh good! You're awake." The voice he'd heard before the slap said causing him to look in its direction.

Amy Madison and looking decidedly more like Drusilla than he'd like at the moment.

"I'd hate for you to sleep through the next phase of my plan." Amy said in a voice that on the surface seemed normal but to him carried a wisp of madness along with it, "I'm sure you'll find it SO interesting."

"Well seeing as how I'm a little tied up at the moment I guess I can stick around for awhile." He said trying to sound like he used to back in high school, "So howsabout making with the monologue where you explain your great plan and how no one can stop it? It is how these things go."

"I guess so." She said after a moment's consideration, "Plus it'll be fun seeing you freak out and struggle to get free!"

 _Definitely has a few screws loose._ He thought as he prepared himself for 'the speech'.

"As you know Sunnydale had a profound affect on our lives. It showed me the possibilities of magic and all I could do with it!" Amy said sounding like it'd been the best time of her life before her expression turned dark, "It also showed me how life can cheat you of what you deserve and give all the breaks to someone else! Yes, I'm talking about your dear sweet Willow. The high school genius and the most powerful wicca in her age group at the moment! You have no idea how infuriating its been having everyone compare you to her just because you grew up in the same town!

"The disappointment! The CONDESCENSION!" Amy ranted as she began to pace before him, "After leaving Sunnydale I set myself the goal of surpassing her using any means I could get ahold of. It didn't matter what it was! All that mattered were the results. It took up until half a year ago before I felt I was ready to make a name for myself and prove myself Willow's superior."

"Then what's with all this?" he asked figuring that Madison's magical pursuits must've had a deteriorating affect on her mind.

"What? You thought I would just pop up on her doorstep and issue a formal challenge for a head on fight?" Amy asked sounding amused by the concept, "That might be what a guy like you would do but for me I fight to win. To do that I must first weaken my prey, knock away her support mechanisms and throw her off her game mentally. Only when she's alone and can't think straight will I stand before her to humiliatingly defeat her in arcane combat! HAHAHAHAHAHAHAHAHAHAHA!"

"Nice super villain monologue. That insane laugh at the end really sold it." He said casually as though he wasn't concerned in the least, "I give it a nine out of ten."

"Why not ten out of ten?" she asked tilting her head to the side like a bird.

"Well you forgot the 'and I'll get her little dog too!' part. It's pretty much a must for the whole wicked witch routine." He said with his usual lopsided smile.

"True." She said nodding and not showing a single hint of the anger he'd been shooting for, "But I think what I have in mind for you will make up for that."

"Really? So what is it?" he asked hoping that with advance knowledge he could steel himself against what was coming, "Torture?"

"Not really." She replied sounding like she'd already considered and dismissed the idea then, "Though the side effects could be called torture if only because the pain'll be at that level."

"Can you give me a hint?" he asked not wanting to be left in the dark.

"Oh I can do better than that! I'll tell you everything!" she replied sounding quite happy to fill him in, "I'm going to do little transformation magic. Nothing so random as what Rayne did on Halloween years ago. This is going to be VERY precise, VERY methodical and it'll make sure that no one looks at you the same way again."

"So what? You're going to turn me into some kind of monster?" he asked picturing a Fyarl demon version of himself.

"I suppose the word 'monster' is as good a word as any for what you will become." She replied with an 'I know something you do not' smile on her face, "The backstory is certainly bloody enough."

 _Great! Probably plans to turn me into some kind of demon and then trick Buffy and the others into killing me._ He thought as he began to work on a way to counter her plan, _Gotta work on every little mental defense trick Willow ever taught me. The only chance we have of screwing with Amy's plan is to make sure I don't live up to my role._

One of the big things every Council member underwent with the new framework was advanced training to defend against mental attacks and attempts at telepathic probing. It was a given that in their line of work there'd be people trying to pry information from their minds, influence them or simply make their brains dribble out their ears with a lethal psi-strike. So they'd plundered the Old Council's library and even reached out to a couple of freelancers to come up with the best training regime they could to protect their members. Naturally there were those who had more of an aptitude for such things than he did but he did manage to surprise the instructors with how far he could go. He still wouldn't be able to hold out against a specialist in the mental mind games department but he'd be able to hold out against the mind assault for a time. Hopefully long enough for the cavalry to come riding in to save his butt before any sensitive information leaked out of his cranium.

If he could muster enough brainpower he could fight off whatever mental control or programming Amy tried to use to force him to play his role. Hopefully the Scoobies would be able to use the delaying action he managed to free him completely from her control and then together they'd fit Amy for a strait jacket and a comfy cell.

"Now if I'm right your friends will soon track you to this location and mount a rescue operation and there's just SO MUCH to do before they arrive." She said as she walked out of view, "Better get started."

For the next several minutes all he could hear was tinkling of glass, the shushing of a sand like substance bring poured out and something that could be the sound of something liquid moving about. When those sounds stopped chanting began in Amy's voice in a form of Greek older than anything he'd ever heard of even during some of the more relevant research sessions with Willow. However there was one word, a name, that he recognized and he did not like the implications.

Hecate.

The Greek goddess of crossroads, entrance-ways, dogs, light, the moon, magic, witchcraft, herbs, poisonous plants, ghosts, necromancy and sorcery.

Amy had used the goddess for her turn-target-into-rat spell back in high school and it looked like she'd stuck with her patron deity even after Sunnydale's destruction. The divine being certainly had the juice to pull off a stunt similar to what Rayne did with Janus but whether everything went as the unstable witch intended was another story altogether. One thing he'd come to know over the years it was that deities didn't think the same way human beings did and trying to think of them in strictly human terms often led to mistakes being made. The better course of action was to accept that they lived a different existence than mortal beings and thought thoughts that one would expect for whom time and reality were fluid. While Amy might want to use Hecate's power to do something to him it was up to the goddess whether or not to go through with it and do as she was being asked. Depending on how much leeway was available to the goddess she might actually make something completely different happen.

Growing light attracted his attention and based on what he could tell it seemed to be coming from below him making him think it was coming from an arcane circle set up beforehand or taking shape as the result of the ritual. Before he could analyze the developments further though a sensation unlike anything he'd previously experienced swept through his body throwing his senses completely off kilter. It didn't completely cut out the sensory input he was getting from his five senses but it did make it near impossible to grab ahold of what they were telling him and piece it all together. No matter how much he tried to put everything in order it all got swept away like a sand castle made too close to the rolling waves on the beach.

Before long it became completely, unassailably, impossible to fight against it and so he was left to the mercy of the Fates.

Too bad they hated his guts.

 _ **Buffy's POV**_

This was SO completely unlike her.

However it was also necessary if they were going to save Xander and bring down Amy Madison.

She'd been all in favor of a full frontal assault with six Slayer teams and the Council's magic division for support but both Giles as well as Willow had been against it. Both were certain that their foe would not stray far from Xander and preliminary intel on where Amy had been the last few years suggested that she'd been steadily going nuts. With that kind of unpredictability in the mix they couldn't count out the possibility that she'd just slit their longtime friend's throat or find some other way to use him against them. Until Xan was safe they couldn't afford to set off any alarms or give Amy any reason to put a metaphorical gun to his head.

That meant that someone had to sneak in without being seen or heard, find Xander and free him before giving the troops the signal to come in guns blazing.

Whoever got sent in needed to be their best: her.

As luck would have it Willow and the mage division had been working on a suit to be used in infiltrating enemy HQs to steal something, rescue someone or take out a single target without fighting through every guard in the place. The cute thing about the suit was that there was barely any magic imbued into it. Most of attributes came from the special materials used in its construction. There existed certain substances in nature that naturally deflected or absorbed magic so when incorporated into the suit it obscured the wearer from any wards or spells meant to spot intruders. For more modern threats they were able to refine and process the materials to create the components for technology to counter both heat as well as motion sensors. The prototype was all that existed at the moment and it hadn't been field tested prior to now but they didn't have time to work out the kinks and it was the best chance to get to Xander.

So she slipped it on, coped with how it made her look and feel, before going to arm herself with tools and weapons needed to get to where she needed to go.

 _Well I hope all this stuff works 'cause it's going to be embarrassing enough letting Xander see me wearing something like this._ She thought knowing he'd make jokes and probably think pervy thoughts about her afterwards.

At the moment she was within eyesight of the building that Willow had tracked the intruder's energy signature to and with a breath made her way towards it. According to Giles it used to be an old KGB compound that'd been shut down since the end of the Cold War with Russia and even their contacts in the Russian intelligence community said that the government had abandoned it. She'd seen enough spy movies though to know that reassurances from either a government or a spy organization meant very little. It was all one big invisible chess game between nations with deceptive strategies and a willingness to sacrifice pieces in order to make crucial gains. Still Giles had said that he could think of no reason why they'd lie to the Council about this since aiding an unstable witch's crusade for vengeance hardly benefited them.

Nevertheless the Council's own intelligence department would keep tabs on the Russians for signs that they were up to something or moving on the building.

 _Guess it's time to see if the training in 'Hell House' was worth it or not._ She thought as she quickly yet silently began to advance towards the building.

'Hell House' was the nickname that newbie Slayers and Council Spec Ops agents went through and you only had to go through it once to find out how it'd gotten its name. There was a wall surrounding it two hundred yards out that was so tall that it was at the upper limit of what a Slayer could leap over and for a human climbing gear of some sort was needed. However getting over it wasn't so simple due to obstacles that Willow, Xander and Andrew had build into it. From Willow there was a repulsion field that'd activate if you got to within half an inch of the wall and it was powerful enough to fling the applicant a good ten feet. From Xander there were security cameras that panned back and forth but with such timing that there was only a second or two gap to slip through. From Andrew there were enchanted statues that would fire stun arrows of energy if something human shaped came within range of their vision. The statues movements were designed to imitate those of trained sentries but just to make things interesting her friend had rigged it so that totally at random it'd change direction.

If somehow you made it over the wall without being spotted or rejected you still had to deal with the searchlights that roamed the grounds. If you got caught in one of the lights you'd automatically become trapped in an arcane dome of energy incapable of leaving it until the attending instructor released them. Pressure sensors in the ground were also rigged to deliver electric shocks capable of seriously disorienting ordinary humans and moderately shaking up Slayers. Most would think such things a mild delay but a delay was sufficient for Xander's contribution to come into play.

Concealed firearms modified to fire either tranq darts at both single shot and fully automatic rates or rubber bullets coated with a numbing agent that would hinder the movement of whatever limb they struck.

They were hidden throughout the grounds surrounding the main building with no less than three being close enough to each pressure sensor.

Should the person going through Hell House make it into the building itself they would have to find their way through a series of rooms and corridors all of which would be rigged to simulate certain scenarios the Council's warriors might encounter in the field. Various magical spells that were the favorites of mages who sided with the darkness but kept at low power so as to ensure no permanent damage was done. If even a low powered version of a spell was too dangerous a substitute was selected that matched it in appearance and speed but with far less harmful side effects. Robots modeled after Moloch but remotely controlled using VR helmets and controls from a secure room outside the compound. They supplied the physical combat portion of the obstacles and acted as guards patrolling the hallways and occasionally positioned in rooms. Security cameras also existed inside the building and if you were caught on them the alarm would sound and all guards close by would converge on that position.

Willow had also set up tests in the Hell House meant to take the place of locks, fingerprint scanners and other things that wouldn't give way to brute force. It could be something simple like picking an ordinary lock or it could be something like a series of runes that needed to be activated in a specific order with clues subtly left about the room for those with the insight to see them. After all some of their enemies prided themselves on their intellect and couldn't help but act on any opportunity to prove their superiority when it presented itself. A sharp mind was often more useful than a strong body.

If the person going through Hell House made it to the final room they'd enter a room completely devoid of light with materials built into the walls, floor and ceiling meant to dampen all sounds. Inside that room the instructor would fight the student with a set of goggles enchanted to allow them perfect vision even in the darkness. The confrontation could only end in submission or unconsciousness. The final test was meant to make the student overcome the unknown and to be able to react to threats with little or no warning.

After seeing the main library of the Old Council she knew that it was impossible to memorize everything there and even with their intel division working overtime surprises did still happen in the field. So if you couldn't prepare yourself in advance you needed to be able to see, adapt and react however fast you needed to in order to come out on top. Those that beat Hell House were given field assignments that best matched their own personal capabilities with support staff added for the elements that they were weak on.

Those that didn't were sent back to Council boot camp to be put through their paces again with special emphasis on whatever qualities they were judged to be lacking in. Once they were judged ready they were permitted to make another attempt to make it through Hell House. However it was proposed by Xander and approved by Giles that only five attempts be permitted before the person would be reassigned to low risk areas and jobs. It was harsh but after five tries and five failures it would be made clear where the person's limits were and that it'd be too dangerous to put them where the real action was.

Contrary to what the movies, comic books or TV shows would have you believe hard work could not overcome any obstacle put in your way. You were stuck with the body you were born with and in the DNA blueprints there was a set limit to your physical prowess. Some refused to believe that their futures were determined by their blood and with the utmost determination worked to prove that training could overcome the wall.

It couldn't.

 _I of course made it through on the first try._ She thought spotting the security cameras on the outside of the former KGB building, _Time to see if I can win when I don't know who designed the obstacle course._

For Xander's sake she damn well better be.

 _ **KGB Building, Amy's POV**_

"She's here." She said before turning around to face the other person in the room, "Just like I knew she'd be."

Indeed everything was playing out precisely like her vision and all that was left was for her to ensure that all the actors played their role to the letter. If she did that she'd get the outcome she desired and the first step on her road to revenge against Willow would be taken.

"Head to the second level security room." She ordered the figure standing rigid like a statue behind her, "Wait for her there. Just remember your orders. Fight her. FRIGHTEN her. Make her RUN. Do NOT kill her. Not yet."

A sharp nod was all she got before the figure left the room intent on carrying out the orders that'd been given.

She couldn't help but chuckle at what would happen in less than an hour since that was how long she estimated that it'd take for Buffy to make it to the second level security room. It was an obvious destination since only an idiot would simply check every room in the complex for the one that they were after. It was much more efficient and rational to go to the security room and use the cameras set up all over to find the abducted Scooby. However she wouldn't just let the elder Slayer walk up the stairs and down the hall to the security room.

No.

That'd be too easy and nowhere near as much fun.

That was why she'd contacted some of the mercs that'd offered to complete her contract but hadn't been chosen in the end to offer them one final chance to earn some money. She'd made sure that they were skilled enough to make the eldest Slayer work for her progress but not so potent that they stood a chance of killing the blonde before she got to the security room.

There was a script to follow after all and even she needed to follow it.

If she wanted her desired end that is.


	2. Changes Both Good And Bad

Disclaimer: I do not own any of the copyrighted material contained herein. They are the rightful property of their respective creators and/or associated companies. I make no profit from this whatsoever and I have no intention of changing this at any point in the future. I write because it's fun and because there are those who enjoy reading my stories.

 _ **Buffy's POV**_

 _This is getting ridiculous!_ She thought as she dove behind a metal crate to avoid the enchanted arrow that'd been sent her way.

She'd done a pretty good job starting out keeping things stealthy, sneaking by the odd loser looking to gain a rep by putting her in the ground, and had made it almost to a stair case that'd take her up to where the security room on the second level when a whistle and a familiar noise appeared. She'd dove off to the side and felt something whip by through the air behind her and when she looked to where it went to identify it she was surprised to see a dagger fling through the air like it was alive. Another whistle cut through the air and the dagger changed course heading back her way with surprise no longer on its side she'd been able to defend herself and deflect it with her titanium tonfas.

Too bad whoever owned the dagger had other implements they could pull the same trick with such as the arrow she'd just evaded.

At the moment there were three things zipping about trying to skewer her and it was keeping her busy staying one step ahead of all of them. She'd only caught glimpses of the one controlling them, the best one being of someone in one of those old west long coats, but it made it clear that the puppet master didn't want a direct fight with her. If she could just force them into one of those she could put them down and then continue on to the security room and find Xander.

The question was 'how'.

Reaching down to her waist she plucked off her belt one of the things she'd been intending to use to facilitate their escape once she'd found Xander. A pulled pin and a flung canister later the room filled up with three times as much smoke as an off the shelf smoke grenade could produce. Using her enhanced Slayer senses she began to ghost around the room looking for even the slightest clue to the enemy's position from breathing to footsteps to even hearing a heart beating. With no visibility her attacker would be unable to accurately direct their weapons at her and it'd let het get close enough to KO the whistling jackass quickly. She'd gotten better at tapping into her senses over the years so she was confident enough that she'd be able to track her prey down.

Just before the smoke dissipated to the point where her cover would be gone she got a lock on something living and immediately sprinted towards it before it could find a new hiding spot. Within a few seconds she found her prey and immediately pulled a throwing blade from its sheath before throwing it hard at the foe's right leg. The cry of pain and the trickling of blood made her smile because now no matter where her prey went she'd be able to follow. Still she'd prefer to end the chase here and now so even as the man, she'd finally gotten a look at her enemy's face, turned at the sound of her approach she was already on him. With both precision and intent she attacked him with her tonfas targeting major joints and muscle groups intent on ending the threat but not killing him. He was just here for rep points and money. He didn't deserve to die for that.

"Piece of advice: find some way to cope with your dependency on visibility." She said as the man groaned in pain on the ground, "If all someone has to do is blind you to beat you then you'll never make it as a hired killer. Fix it then come back and take another shot at me."

With that she delivered a boot to the man's head knocking him completely out then turned towards the stairs to continue on to her next location. She knew that with all the noise her fight had caused the rest of the mercs in the building would be running here to find out what was going on with some even suspecting her presence.

Time was running out.

The remaining steps between her and the security room was fraught with near misses with mercs but she managed to duck behind cover or into rooms so they didn't spot her. Moving along she reached the door and just as had been anticipated there was a conventional lock on the door and what looked to be a hastily done mystical one as well. Taking out something that looked like an advanced version of a magic eight ball she slammed it into the wall between the touchpad and the mystical lock. Pressing a button she watched as a series of symbols cycled on the spot where the response to an inquiry usually did on a normal magic eight ball. In response to these symbols both the keypad and the mystical lock reacted little by little with the latter fading away while the former beeped like a number entry. It took less than a minute but eventually she heard the click of a lock being undone and with a bit of caution she opened the door into the security room.

It was a bit larger than she'd been expecting but it definitely wasn't equipped like a place that'd been abandoned decades ago. The monitors and computers weren't the latest models, a couple of years old for most of them, but they still displayed the images from the security cameras so she didn't care. Moving towards what looked to be the station where the chief of security would work she began to cycle through the images looking for anything that hinted at Xander's presence. Anything from the shirt he'd been wearing prior to being abducted to a male figure matching her best friend's physical stats. She focused on the areas of the building the blueprints indicated were holding areas AND spots that'd be good for holding someone while repelling any rescuers.

Minutes ticked by but eventually she found a location that looked promising: a room that looked like Willows magic lab but spookier looking. She saw clothes hanging off a chair there that COULD be Xander's but she'd have to check them in person to be certain. It wasn't exactly a conclusive piece of evidence but it was the only lead she had so far. Memorizing the room ID tag in the bottom right hand corner of the screen she turned from the monitor…

…and had to pull a limbo routine in order to keep from getting decapitated.

 _How the hell did this one sneak up on me?_ She thought with incredulity even as she dodged yet another near hit and quickly backed away from her attacker.

Looking at her newest attacker she found it to be a young woman in her late teens or early twenties clad from top to bottom in a mix of black leather that'd be at home in a dominatrix's closet and combat gear utilized by next gen black ops soldiers. She couldn't see the girl's face since it was obscured a helmet with a ridiculously large visor but at the moment it was the teenager's armaments that took priority. Two Bowie knives, one in each hand, and the way she handled them clearly indicated both experience as well as training. What impressed her though was the fact that even though she was the Slayer with all the physical prowess that entailed her attacker was not only managing to keep up but was steadily adapting her tactics to bring herself closer to victory. Based on a cursory examination it didn't look like the attacker possessed speed, strength or agility above that which an ordinary human being could attain through rigorous training. SO purely from a physical standpoint she had the college age girl beat but in terms of skill…as much as she hated to admit it…her opponent had her beat.

As Giles FREQUENTLY pointed out she didn't train as much as she should in his opinion.

She was hardly the only one but most Slayers relied on their inherited skills and physical prowess to see them through a fight. Sure they'd jump through hoops to keep their Watcher's happy but otherwise just coasted. She had a leg up on the others though in that she had years of experience and on the job training but she still didn't train if she didn't feel like she had to.

 _Figures now would be the time it comes back to bite me on the ass._ She thought as she blocked one arm while twisting her body to evade the other, _Gotta end this quickly!_

The second she got some space between herself and her attacker she mentally willed her Slayerness up to maximum and went on the offensive. Normally she'd only use this degree of strength against a true threat that would most likely killer her if she didn't go all out but she had a feeling that inching it up by degrees wouldn't be a good idea. The girl would just adapt to each increase forcing her to start from scratch with another increase. Better to overwhelm her opponent and end the fight immediately.

With speed that'd allow her to keep up with most motor vehicles she crossed the gap between herself and her foe and with reaction speed that let her pluck crossbow bolts fired at her out of mid-air she went to work with attacks meant to shatter bone. She was impressed that the girl was able to track her movements well enough to even attempt evasion even if it didn't help much. A blow to the pelvis, one to each knee joint and one to each shoulder was enough to put the girl on the ground. With all four limbs suffering fractures along with the pelvis her foe was effectively immobilized and wouldn't be able to move very fast if at all.

"If it helps you put up a better fight than the others." She said as she picked up her opponent's bowie knives and snapped the blades off their hilts, "But when your bones heal try to choose jobs a little closer to your level."

Turning away she headed for the door mentally calling up the floor plans for the building so she could chart the quickest route there. As she reached out to turn the doorknob though the sounds of movement caught her ear and from what she could tell it was coming from the direction of her defeated foe. Casually she turned her head figuring the teenager was probably one of those that were too stubborn for their own good and probably thought they could still win a fight even if they couldn't stand up much less throw a punch. She had another bit of advice all set to fire off when she finally set eyes on the girl but it died before it reached her lips. Instead of a college age girl floundering about her foe had actually managed to get up on both feet but that should've been impossible with both legs broken. As if Fate had been listening to her thoughts she got her explanation a moment later when she watched as an arm that was obviously broken slid back into place soon becoming fully functional once again.

"So…you can heal fast." She said slightly concerned about the development, "Guess that means I'll have to beat you so bad it'll take you an hour to pull yourself together. I don't normally like coming down that hard on a human being but since it's obvious you purchased some pretty dark mojo to regenerate like that I won't feel THAT bad."

While no longer the 'we do not hurt humans' type she had been back in Sunnydale she still didn't condone excessive force being used on normal people regardless of what they'd done. They'd come across way too many people who in some cases literally stumbled into a black magic deal for her to just carpet bomb them all with the same punishment. Only those who willingly, knowingly, paid a demon or a dark mage for something were worthy of aggressive action because to her it was the same as defecting to the other side. It was one thing entering into a deal mostly ignorant of the costs or how they could extend to others but to be fully aware of the harmful consequences of your deal and still go through with it was unforgivable.

By choosing a career path of assassin for hire it was pretty clear that this girl didn't care one bit about the lives she'd ended in exchange for her accelerated healing. So she felt no guilt whatsoever in beating the girl senseless or into the nearest ICU.

 _I don't see any other weapons on her and without her blades all she's got is her body._ She thought as she prepared to lay a royal beat down, _Beating her now shouldn't be any harder than last time._

SNIKT! SNIKT!

She couldn't help but let her jaw drop as she watched blades, two from each fist, pop out extending a little over ten inches and looking sharp as hell.

 _O-kay! She's got blades implanted in her fists._ She thought as she reevaluated the situation a little, _This could be a LITTLE harder than I thought._

 _ **Inside the Attacker's Head, Xander's POV**_

 _Shit!_ He thought as his latest attempt to seize control failed entirely, _I gotta stop this!_

His failures up to this point though weren't exactly encouraging though.

Ever since he'd awoken and seen what Amy had done to him he had fought to regain control only to hit an indestructible metal wall each and every time. However he refused to be discouraged by this and would continue to batter and throw himself against the wall because to sit by and do nothing while one of his best friends was in mortal danger was not his way. Besides the bad guys always underestimated him and he saw no reason to believe that Amy was any different. Either she was so high on her power upgrades that she thought herself a goddess or the struggle to become so strong had resulted in a fractured mind that had to be less formidable than a whole one. He just needed to find the weakness in the insane witch's design and exploit it to regain control.

So he started with the usual method: what did he know?

He knew that his body had been drastically altered by magic to conform to the real world equivalent of a fictional character in every relevant respect and probably in a few irrelevant ones as well. He also knew that there were quite a few mental changes as well because prior to being kidnapped he knew that he didn't possess the martial arts prowess his altered body was now employing. However he didn't believe that the mind of the fictional character had been replicated because given the fact that mind and body had to match for optimum results the character at his new body's age would never have agreed to do Amy's bidding. That meant that either the mind was present but was being suppressed or it had been left out of the transformative process leaving only the fictional being's skills and experience to take root. If it was the former then perhaps by releasing the mind the two of them could overwhelm the method of control Amy was using shattering it.

It wasn't much of a lead but with Buffy in such a pinch he couldn't waste time trying to figure out an alternate method.

Mentally moving away from the barrier he surfed through his mind looking for anything that might hint at a prison or another mind trying to break free. It wasn't easy because even with the training he'd underwent to protect his mind and deal with intruders that slipped into it he still didn't have sufficient understanding of it all to make this an easy task. Still he strove to do it just the same looking for ripples or tremors that could give him any sort of direction to go in. It wasn't all that different from walking around in a pitch black room where he couldn't see anything and only knew that there was a layout without possessing a map of said layout.

He'd almost given up hope when out of nowhere he heard the sounds of chains violently rattling like someone was savagely trying to get free. Mentally turning his 'body' in that direction he 'flew' towards it hoping that he'd finally hit pay dirt so that he could begin to lay down the groundwork of his rebellion. Further and further he flew through the void until an environment began to take shape and he knew he'd found what he was looking for. Stone, steel and a sense of oppressive restraint permeated the space and it looked like one of those medieval dungeons in appearance. As soon as he metaphorically touched down he looked about soon spotting the source of the clanging in the form of a young woman in her late teens that bore a striking resemblance to the actress India Eisley. Straight black hair that stopped just shy of her waist and clad in a gray and black outfit that wouldn't look out of place in a cosplay convention. Even though she was wearing a domino mask with red lenses incorporated into the eye holes to partially conceal her face he knew who she was. While he might have matured quite a bit since Sunnydale that didn't mean he'd given up some of his hobbies and comic book collecting was one of them.

So he knew X-23 aka Laura Kinney was the one chained up before him at the moment.

"You open to an outside option or do you want to keep trying to muscle your way out of those chains?" he asked as he slowly strode towards her.

Immediately her struggles ceased and her eyes evaluated him the same way most tacticians dissected a battlefield to identify each individual element before conducting a thorough examination. It was a little unnerving but he tried not to let it get to him too much. From everything he'd read Laura had precious little in the way of social skills and no real idea of what it was like to be a normal teenage girl. She was a soldier, a gun, and how she looked at the world was how they would view it. Still he hoped that she wouldn't be too suspicious of him or it'd take forever to get her to agree to a partnership of convenience.

"What did you have in mind?" she asked in a cold and analytical way.

"Two things. First I'm pretty sure your chains are just meant to hold up against you. If we work together we should be able to get them off you." He replied choosing not to advance until she gave him permission to, "Second I have some experience with mind work like this. Shouldn't be hard to crack. I don't think Amy in her current state of mind thought I'd ever find you. So what do you say? Wanna give it a shot?"

He could see the gears working, turning, as the young warrior debated the strategic pros and cons of entering into a partnership with him. In the end though she seemed to agree like him that they didn't have time to overly debate matters so she nodded in agreement with his proposal. Walking towards her in a way that wouldn't be considered threatening he arrived at her side and tentatively reached out to make contact with the chains. He half expected to receive some sort of electric shock from the mental metal but all he got was the sensation of strong coldness. Did his 'old friend' really not think he'd be able to find Laura within his own mind? He'd like to think that the good guys had just caught a lucky break but the more cynical side of him considered the possibility that him freeing Laura might be part of the witch's plan.

 _No sense going in circles considering possibilities._ He thought as he got a solid grip with both hands on the chains before looking Laura in the eye.

With a nod he began to pull on the chains while at the same time initiating the techniques Willow had drilled into him in order to break attempts by enemies to imprison him mentally or bind him to their will. Directing the effects of the techniques into the chains holding Laura he gave it his all to break them for in his mind whether or not he got his life back depended on this succeeding. For a moment it looked like he'd underestimated the strength of Amy's magic but then, little by little, cracks began to form and tiny chips began to fall off the chains. Emboldened by this progress both he and Laura tried even harder to shatter her bonds rapidly increasing the speed at which the chains began to fall apart.

Then…with only a brief moment of pause…they shattered vanishing into the ether from which they'd no doubt been created.

"Well…that worked better than I thought it would." He said feeling a small amount of mental fatigue after his exertion.

Seeing Laura rise into a full standing posture, obscured no longer by the chains that had once bound her, he had to say that the comic books and even the cartoons did not do her justice. Her every movement was precise and the embodiment of a deadly predator. Any excess movement, any nonessential thoughts, cut away so that only the pure stuff remained for use. It was a good thing that Laura hadn't chosen to work with Amy of her own free will or else he had a feeling Buffy wouldn't be faring as well as she had been.

"Where now?" Laura asked standing in a semi-ready position.

"Follow me." He said as he willed himself off the ground, "I know where the wall is between us and the controls of my body. If we can smash through that we can end this and you can go back home."

Like a dog that was a little confused Laura's head tilted to the side as she looked up at him but for some reason she wasn't following him. He clued in a moment later that not everyone knew how to navigate the mindscape and most tended to think of moving about the same way they would in the normal world. In other words unless they were capable of unaided flight in the real world it never occurred to them to believe they could do so in the mindscape.

"You're inside my head Laura." He said floating in place while he looked down at her, "The rules of physics in the real world don't apply here. If you want to fly and will it to happen then it will. You just have to focus."

The young woman considered his words for a moment and then like a prodigy rose off the ground soon after rising up to his position before settling into a hover just like him.

"Not bad. Most people take ten minutes or so before they can even levitate a few inches." He said with a nod before turning in the direction the wall was located, "C'mon. It's this way."

Flying off at a speed he hoped wasn't too quick for Laura to keep pace with he headed back for the wall hoping that Buffy had managed to keep one step ahead of his body in the time he was away. He eventually reached the wall again and from what he could see he was late by about a minute because based on the visual input he was viewing Buffy was bleeding AND on the run. While it was somewhat comforting to know that she wasn't so injured that she couldn't move at decent fleeing speed the mere fact that his controlled body had managed to inflict the injury was worrisome. In his mind while it wasn't impossible for a normal human to hurt or even kill a Slayer it usually required modern weaponry. However based on what he'd seen his new body had only been given melee weaponry so it should've been relatively easy for her to stay uninjured.

"Looks like we got back here just in time." He said turning to Laura with a determined expression, "Now help me break down this wall and QUICK! My friend doesn't have a whole lot of time."

A nod was all he received before Laura popped her mental claws and began to slash away at the wall and he joined in her efforts pounding on it with every power move he had and a few he'd only seen on television. He immediately saw that they were having better results than he had when he'd tried alone because the wall now shook with every attack directed at it made contact. Encouraged by this he kept at it certain that eventually the barrier would give way under the two mind barrage but when he saw Buffy trip and fall to the ground he worried that eventually wouldn't be soon enough. Seeing his new hands bring down its claws in a vertical strike only to barely miss and strike the concrete instead but this barely delayed the controlled body for a few seconds. Before long the body was back on the hunt and closing the distance quickly.

"We need to focus our efforts on one spot. Maximize the pressure on one point of the barrier." He said moving to Laura's position.

Nodding in agreement they went to work soon falling into a pattern where there was barely any recovery time for the barrier between blows. With every second that passed though he began to grow more and more impatient as Buffy narrowly evaded blows that would've done her serious harm. With a thunderous roar of determination both he and Laura struck at once, just as it looked like a blow might fall quicker than Buffy could evade it, shattering the wall that had kept them at bay up until then. However what happened next took them both by surprise because an unseen force seemed to be pulling them forward and the closest comparison he could come up with was water going down a drain. Round and round the two of them went, stretching out from their formerly humanoid shapes, until much to their surprise they began to merge.

Chaos descended as the bits and pieces that made two individuals began to mix like sand of opposing colors being stirred up totally. Could they one day be separated?

Only the divine know for sure.

 _ **Buffy's POV**_

"What the hell is going on?" she whispered as she watched her attacker, someone who'd been a hair strand away from killing her, looked to be having some kind of psychotic break.

She'd been afraid, so afraid, the last little while as it was burned into her soul via pain that for all her power as the eldest Slayer alive someone no stronger than a normal human trained to their peak was beating her. All her years as a Called One she'd only figured that something more than human would have what it took to bring her low. She need only look at how easily ordinary vamps killed humans and how easily she managed to slay ordinary vamps to believe that no human would be able to end her without a great deal of help.

Yet somehow this young woman had not only managed to gain the upper hand against her but had managed to get within a single blow of ending her life.

Now though the young woman was gripping her head and swaying about feigning that she was going to faint numerous times only to recover at the last moment. Every once in awhile there was an outburst of pain, a growl of resistance, but it never lasted all that long. Deciding to take advantage of this moment to try and get away she did her best to get back up onto her feet without attracting her distracted enemy's attention. However the moment she tried to put weight on her left leg it was made crystal clear to her that it wouldn't be able to bear her weight long enough to take a single step never mind make running possible. With fleeing impossible that meant that her only other option was to send up a Council flare calling in the cavalry while hoping that she could stay alive until they arrived. Reaching up to a protective box secured to her throat she gave part of it a twist and almost immediately it appeared to transmute into energy before flying away in the general direction of the sky.

 _There…SOS sent._ She thought as she prepared to evade the next lethal strike to be sent her way, _Just hope Willow can teleport the Slayer teams close enough. If she can't…_

Well if Willow couldn't then she'd have to go kamikaze on her sparring partner in the hopes of taking her down permanently enough that her rescuers would have one less thing to worry about when they came to find Xander.

It was when whatever fit of chaos the young woman had been undergoing came to an end as the arms lowered and the sounds of distressed decreased to merely heavy breathing. Readying herself for the mother of all fights she was a little surprised to watch as the college age girl took on a more casual posture before her. A part of her hoped that this meant that circumstances had changed but a more cynical part of her warned that this could be some kind of ruse or feint.

"You can chill Buff'." The teenage girl said sounding like a somewhat chilly version of India Eisley, "The doctor is in…or nurse in this case."

Wait.

Buff'?

There was only one person that called her Buff' was…

But that was impossible! Xander was a guy!

"I know it's hard to believe but maybe this'll convince you." The young woman said with a smile that looked half familiar, "Can I have you?"

It really was him!

No one outside of Willow and Xander knew about what the founding male Scooby had asked her the first time that they'd met and the hallway had been noisy so there was no chance Amy had overheard it. While there was a chance that the evil witch might've used arcane means to peer into the past she couldn't think of a reason why Amy would go that far to pull of the deception. Her sparring partner, Xander or not, had had her lined up perfectly for the kill and could've ended things right then and there. Why spare her and try to make her believe that she'd turned Xander into a girl half his actual age? It was too out there for even someone bent on getting even with Willow.

"Xander?" she asked hoping for one final confirmation of what she hoped to be the case.

"Yeah. I know I don't look it Buffy but it's me." He replied taking casual steps towards her, "Sorry it took so long to get back in the driver's seat but it turned out I needed a little…help…to break through the wall meant to keep me in the back seat."

"Help?" she asked a little confused about where her friend could've gotten help while locked away inside his own body.

"Turns out Amy pulled something like what Ethan Rayne did during that nice Halloween oh so long ago." He replied looking and sounding a little uncomfortable, "I managed to find and free the mind of who she'd dressed me up as. Together we were able to tear down the wall before you got reminded of what impalement feels like."

"So you got two minds bouncing around in there?" she asked a little worried about a case of multiple personality disorder.

"Not…exactly." He replied sounding like he'd rather avoid this particular train of thought, "When we broke through the wall…something…happened that neither of us were ready for. We're…working together for now. Keeping things whole. Might freeze up for a few seconds if our viewpoints don't mesh but we'll try to keep any debates short."

She didn't like the sound of that but so long as Xander could keep it together with his new copilot long enough for them to get back home it'd be all good.

"Good. Now let's find Amy and put an end to this for good." She said finding her strength and her determination once more.

"My kinda plan." Xander growled in a voice that was both him and not him, "Let's go 'cause I know exactly where she is."

"Lead the way." She said preparing herself for one final fight.

With her friend by her side she felt more confident than ever that things would end the way the two of them wanted it to. With Amy restrained, depowered and put away where she couldn't hurt anyone ever again. With Xander back to his old self and no second passenger inside his cranium. All that was left was to do was the hard work needed to make it all happen and she'd been doing hard work ever since she'd first been Called.

With as much skill and speed as she could muster she followed her currently female friend as they moved through the building following a route that only Xander could see. It wasn't easy with her injuries and even though she knew her Slayer healing was already working to put her back together she didn't think she'd be at a hundred percent by the time they stood face to face with Amy. Still she would do what she could to aid Xander and keep things at a stalemate if it wasn't possible to march towards victory with just the two of them. With a little luck they'd manage until backup arrived to tilt the odds in their favor.

It was a little over ten minutes later that Xander arrived at a door that looked rather impressive in terms of how it looked and as she gazed about its edges she couldn't make out a lock or even a door handle.

"How do we get in?" she asked turning to her transformed friend.

"Simple." Xander replied before twin claws popped out of each fist.

With two quick slashes going from corner to corner the sharp pieces of metal cut the door into four pieces all of which fell to the ground leaving nothing but an empty doorframe.

"I like it." She said approving of the rather simple method of removing the obstruction.

Together they entered the room to the sight of Amy sitting on a cheesy throne smiling like she was beholding beloved subjects come to kneel before her in supplication.

"A little full of yourself don't you think?" Xander asked as he stalked towards the witch, "Big throne and all. Thought all you were looking for was payback?"

"Oh payback is the goal but I figured that once I beat your old friend into a bloody smear on the floor I'll need a new goal." Amy replied conversationally as she lovingly stroked the arm of the throne she was sitting on, "Carving myself a kingdom sounds just difficult enough to be worth it."

"That's not going to happen." She said she said threateningly as she covertly examined the room for anything that could be utilized as a weapon.

"Oh? And I suppose that you two think you can stop me?" Amy asked with unstable contempt in her voice, "My new toy cut you up real nice Summers and even with your accelerated healing you won't be a threat for at least another few hours. As for…hmmm…Xander's not quite right. Not girly enough. How about…Alexis? Or maybe Alexandria? Maybe just Alexia as a compromise? Whatever! I admit I'm surprised that you managed to free the guest mind from the chains I put her in but don't think that helps you all that much."

With a swift upward gesture of her hand Xander immediately staggered with one hand reflexively gripping the side of his head as though in pain.

"By breaking the barrier you've created chaos where once there was order. Left alone you and 'Laura' might be able to control your body but introduce a little pressure…" Amy said before gesturing again, "…and it's all you can do to stay on your feet. I toss a little magic at you to keep you out of the picture and killing Summers will be all too easy."

"T-two flaws…in that plan…of yours!" Xander growled out even as Amy continued to send mind whammies his way, "First…you're assuming that Buffy…can't kick your ass even banged up as she is right…now. "

"And the other flaw?" Amy asked not sounding too impressed with the first 'flaw'.

"Your whammies just prevent conscious…thought…from being possible." Xander replied even as his now feminine lips curled back like an animal's would, "Like Wolverine…she doesn't need to think clearly…to tear you apaarrrGGGHHHH!"

A roar akin to one she'd heard come from Oz during the beginning of his werewolf transformation or how Angel had after returning from hell erupted from Xan's currently feminine lips but without added vampire sound effects. Claws extended Xander charged Amy like a wild animal intent on tearing and piercing flesh with savage abandon. Out of reflex alone Amy fired off a blast of arcane energy in an effort to protect herself but the shot went mostly wild only grazing the target's upper arm. Xander didn't seem to take notice of it as he continued on his way to his prey.

 _Is going all wolfy blocking out the pain?_ She thought even as she moved to support her friend.

Whatever the case the lack of pain and self-preservation instincts were enabling her changed friend to close the gap and once within arms reach Amy was forced to erect an arcane shield to protect herself. It was intriguing to say the least to watch as the metal blades coming out of Xander's fists didn't just bounce off the shield but actually managed a degree of penetration before being forced back. Once it was proven that the shield was effective Amy's moment of concern vanished to be replaced with confidence that could only be possessed by the insane.

"Not bad! I was actually a LITTLE frightened just then." Amy said even as she hopped about staying just out of the deadly metal implement's reach, "But you don't REALLY think that I'd turn you into someone so deadly and NOT figure out a way to protect myself? PLEASE!"

Looking to her friend she was puzzled by the lack of a return to lucidity since to her mind there was no way that the insane witch could still be firing mental whammies while protecting herself with the shield. Was it possible that her friend wouldn't go back to being human in mind until Amy was dealt with? If so she was going to do all she could to make it happen as soon as possible. Picking up the nearest baseball bat shaped object with satisfactory heft she began to maneuver as swiftly and as covertly as she could manage. For the moment Amy was focused on taunting Xander and seemed to have forgotten all about her. Not that she could blame the witch since in her condition she was impaired in how much ass she could kick.

Still Xander had proven in the past that even someone banged and battered can still make the crucial play if they have enough determination and a bit of luck.

Inch by inch she got closer and right when she saw a promising opening she dashed forward bringing back her weapon for a swing calibrated just strong enough to render a human unconscious. She didn't know how encompassing the magical barrier was, whether it surrounded the woman's entire body or not, but even if she didn't hit flesh it would put increased pressure on Amy. With only a little disappointment she watched as her weapon impacted on the part of the barrier protecting the back of the witch's head.

"Now, now, Buffy! Wait your turn!" Amy said like a chiding parent before sending out a wave of energy with one hand.

Like she'd been hit by Glory she flew through the air crashing down onto a table splintering it and adding to the many owies decorating her body. It took a couple of seconds to pull her mind together she sat up and immediately looked to find out the status of the Amy versus Xander fight. Her guy turned girl friend was still attacking like a savage beast with a few more holes in his outfit than she remembered but no visible wounds where there should've been. Sadly there weren't any signs of progress being made, just repeated slashing attempts with savage speed and power, and Amy had made it clear that her first method of attack wouldn't work. Straining her brain she tried to think of another way she could help Xander but most of her moves required she get up close and personal with her target.

It was then that she recalled the fact that her friend Willow had given her a few nick-nacks to help even the playing field against Amy. She hadn't used them immediately because…well…she'd forgotten she had them. Whenever they were up against something magically inclined she'd always relied on Willow or Giles to provide her an opening. She'd sent out the SOS but seeing as how it'd been more than ten minutes without any sign that the cavalry had arrived she could only presume that something had gone wrong. That meant she had to help Xander stall for more time and so reaching into one of the compartments on her belt she pulled out three spheres. With Slayer strength she crushed them then quickly threw the remains in Amy's direction. Like she'd been told the remains took on a blue glow before being drawn to the witch like metal to a magnet. From the first to the last when the fragments impacted on Amy's barrier a gap was created leaving that spot vulnerable but only for the space of a few seconds before it regenerated. Still these small openings proved to be enough for Xander in his savage fury to land a single attack parting flesh and drawing blood.

"AAAHHHH!" Amy cried out even as she directed a potent blast of energy that sent the one responsible for her pain flying little wisps of smoke trailing behind her, "That HURT!"

"Xander!"she cried out even as she moved to see if he was okay.

When she arrived she beheld a gruesome sight: a wound in her friend's stomach charred black by the blast and going several inches deep. However even as she took a step back from the prone form the wound began to heal at a speed that defied all past experience. In a matter of moments there was nothing but smooth flesh where once the wound had been. On the plus side though when Xander looked at her next there was more…coherency…in them and she took that to mean that his rational mind had returned.

"That…felt weird." Xander said as he got back to his feet, "And painful."

"Well it's going to get WORSE!" Amy growled the playfulness from earlier gone, "Clearly the two of you aren't going to play nice so I've decided why should I. This is what it's like when I play for KEEPS!"

With that Amy unleashed a stream of fire at them that they just barely managed to dive out of the way of in time and even then the heat from the attack was enough to make it clear how near a miss it was. Pain made it difficult for her once she landed on the floor but knowing that more would come her way if she didn't move she scrambled to her feet just as Xander did before they moved to get behind cover. The nearest one they found though was a support pillar for the ceiling and it was only just wide enough to grant the both of them moderate protection.

"Think she's pissed?" she asked even as more attacks impacted the other side of the pillar.

"I'd say: yes!" Xander replied even as he peeked to get a look only to pull back his dark haired head back less than a second later.

"We just need to hold out until Willow and the others get here." She said as she felt the pillar begin to give off worrisome sounds.

"Oh they won't be coming!" Amy yelled having caught her words, "They might've received your little SOS but I raised a barrier around this place soon after. Even that blasted Willow won't be able to break through before you two are DEAD and I am long GONE!"

"You obviously don't know Willow!" Xander yelled back with confidence, "Once she sets her mind to something nothing, not even a GOD, can stop her and you're no god."

"Maybe not…but it's not going to take a God to kill the both of you." Amy snarled with venom, "JUST ME!"

 _ **Outside the Building, Willow's POV**_

"How the hell did Amy manage to set up such a complex barrier?" she asked with no small amount of frustration as she worked to bring down the magical dome surrounding the building, "How long has she been planning this?"

"I dare say for quite a long while." Giles replied even as he began to go through the books he'd brought with him, "The barrier is adaptive and quite potent. The magic required for this is significant and the ingredients not easy to come by. "

"She must've used up every cent she had and every cent she could borrow to get what she needed for this." She said even as she worked to overcome the forces blocking her from aiding her friends, "But it's not going to be enough! I WILL tear this DOWN!"

With every attempt she was learned more about how the barrier worked and that only helped her devise new methods of getting past it. All magic followed certain rules and she was quickly learning the rules that governed the thing that blocked her path. Once she knew them all it would only be a matter of time until she succeeded.

The question was: would she be in time to save her friends?

She had no idea what Amy had done to Xander since he'd been abducted and the mere fact that Buffy had used the SOS she'd been given meant that she'd run into trouble that not even the senior Slayer could overcome. That did not bode well because ever since she'd first met Buffy she'd seen the blonde overcome many a formidable foe, albeit with support from the Scooby gang, so if something proved capable of giving her trouble then she needed to get in there ASAP.

 _If this barrier adapts to negate the efforts of whoever's trying to get in then let's see just how quickly it can do so._ She thought as she began to summon the elements of nature, _Multiple angles of attack all at once._

Digging deep into her reserves she pulled down wind tunnel levels of air from the sky, streams of water from the pipes beneath the street that'd put a fireman's hose to shame, a manmade avalanche of dirt along with a few hundred rocks swept in from the side and from her own mouth a stream of flame hotter than any lit furnace. It was a strain on her mind, on her magic, but her determination to get to her friends made her bear with it all. Even as the weight of it all began to affect her ability to stand she remained steadfast in her efforts. She could peripherally hear Giles trying to convince her to dial it back but she ignored him for even as he tried to stop her she could sense the barrier making missteps encouraging her further. With every minute that passed the barrier was screwing up more and more until in one big shove she assaulted it causing it to shatter giving off a shockwave that finally did succeed in knocking her off her feet.

With the weight of her efforts suddenly removed from her and the impact of landing on the ground it took her a moment to recover her senses. When she did Giles stood over her concern clearly written on her face in addition to a little chastisement no doubt for pushing herself further than the old Watcher judged prudent.

"That was bloody foolish Willow." Giles said even as he helped her to her feet, "Tapping into the elements to that degree…you could have seriously hurt yourself."

"Did it work?" she asked as she finally laid eyes on the building once more.

"Yes. Though I dare say you are in poor condition to face Amy right now." He replied sounding as though he was considering their new options.

"I'm fine. By the time we find her I'll be back in tip top shape." She said as she began to stride towards the building, "Let's go."

With a reluctant nod Giles signaled the Slayer and mage teams they'd brought with them to follow them in. She just wished that there'd been time to bring the rest of the core Scoobies and more seasoned Slayers with them but the SOS was important enough that haste was required.

They entered the building and using the lingering traces of the magic used in the SOS she managed to get a lock on Buffy's position. It was a feature she'd added after considering the fact that even if a person sent up an SOS that still left the rescue team with the problem of finding that person. So she'd arranged that when the SOS got fired off a portion of its power would affix itself to the person who activated it and remain there for no less than two weeks unless she removed it. There were things that could get in its way, obscure the signal, but only until distance was removed as a problem. So long as she could get in the same city, the same town, as the person affixed with the power she could detect it. The closer she got the more precise she'd get with determining where it was and with Buffy in the same building as her at the moment she had no trouble finding her.

They got to about halfway to where the signal was situated before they ran into their first bit of opposition and she had a feeling they were minions for hire. No matter what she never believed that Amy was charismatic enough to get people to follow her out of true loyalty and that only left money or promise of some other reward. In that case all they'd need to do in order to make the fools step aside was present a front so terrifying that they'd value their own survival over whatever pay day they were promised.

"Mage teams. Enact Balrog protocols." She ordered as her own magic reserves needed to be kept for the confrontation with Amy.

Without even acknowledgment the mages that had either been recruited or taught by the Council began their chanting while the Slayer teams kept the minions for hire distracted. The protocols she requested took a couple minutes to enact but it was necessary in order to get the desired effect from those it was being used on. Three minutes later the first sign of it taking effect appeared as bright orange cracks began to appear in the floor in front of the mages. First small ones but as seconds passed they began to spider web outwards until pieces of the floor fell away leading to the forming of a pit you could drop a dump truck in without difficulty. Then, as it had been rehearsed, a loud and rumbling growl echoed outwards from it catching the attention of everyone in the room even if the Slayers were faking it and faking it WELL. Then something seemed to strike the side of the pit that had been formed dislodging additional bits and pieces but not increasing the diameter all that much. She noticed fear begin to surface on the faces of the minions but not enough to cause them to turn tail and run for the nearest exit.

That'd change.

NOW.

A thunderous torrent of flame shot upwards from the pit like a rising pillar punching through the ceiling with no sign of stopping anytime soon.

But then it did.

Some of the more curious minions for hire inched closer to look down the hole in the floor and she could tell precisely when they spotted the next part of the performance. You didn't just wet or shit in your pants for just anything after all. Those that hadn't dared a peek soon followed the examples of those that did when out of the gaping hole came a large hand attached to an equally long arm. The hand looked like it was big enough to completely wrap around the whole body of your average human and the arm long enough that you'd have to be a decent sprinter to get beyond its reach. With force enough to make staying on one's feet difficult the hand slammed down on the floor, digging in with its claws, before pulling its owner up our of the whole for everyone to see.

She almost ruined her awe inspired and little bit afraid façade when a genuine Balrog, modeled after the one in Peter Jackson's movie trilogy, rose up out of the hole a mix of fire and shadow. By the time it was halfway out some of the weak willed minions literally said 'screw this' and ran from the room as fast as their feet could carry them.

"Coward! It's just an illusion!" one of the braver one's said trying to sound like a tough guy, "Balrog's aren't real!"

 _Bad move buddy._ She thought with an inside smile, _You just made yourself a target._

With a single swift swing the 'Balrog' hit the brave minion striking it with one of the hands and slammed into the wall so hard he was turned into bloody paste with a handprint imprinted into the concrete. Naturally black smoke rose from the hand from the moment of contact to the moment of impact to give the impression that something significantly hot was affecting the minion. Once the view of the utterly crushed and bloody foolish minion became visible to the rest any intention of believing the dead man's earlier statement vanished. It didn't get much better when the 'Balrog' resumed climbing out of the hole until it towered over everyone else barely able to fully stand up. As it looked down at the remaining minions she could tell that all they needed was one push to get them to give up and so with a subtle sign she told the mage teams to provide it. With a minimal intake of air the 'Balrog' let out a roar that caused every surface and even the very air itself vibrate.

This proved to be the tipping point for the opposition that remained.

"To hell with this!" one yelled as he turned and ran away, "No way is a quarter million enough to face this thing!"

"Damn straight!" a woman in the crowd exclaimed in agreement, "I'm leaving!"

One by one the remaining ones followed suit until the room was empty of everyone save the Slayer teams, Mage teams, her and Giles. She waited another five minutes to be sure but then gave the signal to end the show. With a short chant and a few magical gestures everything changed. The hole in the ground vanished as though it had never existed, the handprint in the wall changed to something more circular and the Balrog completely vanished from sight as though it'd been a mirage.

That's exactly what it had been.

The Balrog protocols were a move that generated an illusion that was VERY realistic looking but that was only to ensure that the targets focused on the image rather than the details. Whenever the illusion attacked though it was actually the mages using their power to take down the target in a way that'd reinforce the illusion. Naturally it'd all fall apart of the bad guys clued into this and attacked the mages directly but fortunately the ones they'd been up against had been easily dazzled by a good performance.

Watching the mages she saw them sag a bit as the strain of such a powerful performance left them but fortunately that was more due to maintaining the realism of the illusion than producing it in the first place. The sheer number of details that needed to be taken into account and made to work seamlessly together put quite a strain on the mind. Still it wouldn't remove their ability to aid in the confrontation against Amy or help heal Xander and Buffy should they be injured when they finally met up.

"They gone?" one of the mage's asked getting his breath back.

"Yep." One of the Slayers replied after listening for a moment, "Can't hear anything else but us."

"Then let's get going." She said as she began moving in the direction of Buffy's SOS signature, "Buffy and Xander might not have much time left."

As a group they moved, Slayers on point and mages behind them to provide support, but with every step she couldn't shake the growing feeling she was getting that they wouldn't get there in time.

Her heart rebelled against the idea, refusing to give up on her happy ending, but her mind couldn't help but consider other possibilities.

It was just how her mind worked.

 _ **Xander's POV**_

"RROOOAAARR!"

 _Heheheheheheheh!_ He thought as he recognized the mighty sound that'd reached his ears, _I am SO sorry I missed out on that!_

It never got old watching the reaction that the Balrog protocols got and when added to how Amy had reacted when her barrier had gotten torn down by Willow…well suffice it to say that he was feeling quite a bit better about the situation he was in. Up until the barrier had come down Buffy and him had spent most of their time just evading Amy's attacks since the wacked out witch was definitely pulling out all the stops. The room that when he'd first entered had been relatively orderly even if more than a little overdone was now in shambles with no piece of furniture capable of hiding a person still in one piece. The support pillars weren't in much better shape but they definitely were holding up better than the furniture had which was why he was hiding behind one while Buffy hid behind another. They'd both agreed that by dividing the insane woman's attacks between two targets those targets would last longer than if they stuck together behind just one. He'd been a bit concerned that the ceiling would drop on them before the cavalry came riding in but now he knew that if he held out for another five minutes at most they would claim victory.

No one witch, no matter what power ups she might've gotten, could defeat whole teams of Slayers and mages along with the core Scooby gang.

 _Doesn't mean I can't try to tip things even more in our favor._ He thought as he prepared to make one final run at Amy, _Make it even harder for her to pull a kamikaze on us._

At the moment the woman responsible for his current feminization seemed determined to burn, blast and blow her way through the pillars he as well as Buffy were hiding behind. That implied a sense of tunnel vision and if that could be used to their advantage.

"Buff'? Remember how we beat that Tarakan in Italy a few years back?" he asked loudly enough for the Slayer to hear him.

"Yeah? So?" she asked before cringing as another attack impacted on her pillar.

"This time I'm I'll take Andrea's role. Be ready to do your usual one." He replied before darting out from behind his protection and heading right for Amy's left side.

To some this'd likely be suicide but he knew that as long as he was in this form he'd be able to survive just about anything shy of complete incineration. He knew from the comics that unless someone managed to vaporize him he'd regenerate without a doubt. All that'd vary would be how long it'd take for his body to pull itself back together. Moving as quickly as he could he tried to call upon the parts of his mind that belonged to Laura since she'd be a little more adept at using the body he was in at the moment. Amy hadn't been entirely wrong when she'd pointed out that since the destruction of the barrier keeping him out of the driver's seat he and his new head guest needed to be united in mind to be able to control the body. For the last while Laura had apparently decided to take a backseat to controlling the body, only providing assistance when mutual destruction was likely, but now he needed her to take a more direct hand in things. He might've inherited a lot from Soldier Boy, he might've added to that any chance he got over the years, but if X-23's comic book exploits were even half accurate then she made him look like a rank amateur.

 _Laura? Need you to help out here._ He thought towards the side of him that felt like Laura, _Here's the plan but I need you to help out with the movements. Will you help?_

He…felt…consideration for a few moments then agreement.

After that a sensation of someone evaluating his every movement, correcting it and then letting it happen overtook him but he didn't fight it. This proved to be a good thing since he found his movements became decidedly more fluid and his evasion of Amy's spells became less clunky. It still wasn't easy to evade the attacks as some of them weren't direct but never did they manage score more than glancing blows that while painful as hell were taken care of by the healing factor encoded to the body. Nevertheless the progress towards the witch was slow but steady enough that Amy's attention was focused entirely on him just the way he wanted it to be.

"Think you're invulnerable just because your body can heal itself fast Harris?" Amy growled even as she telekinetically seized a pile of debris before sending it at him from various angles, "Think again!"

This time instead of mere evasion he felt his arms and legs begin to move like a cross between an Olympic level gymnast and black belt Karate expert. With grace, agility and precision he began to evade the hurled debris while at the same time striking out with the metal claws he now had destroying the ones he could not get out of the way of in time. Frustrated by this Amy gathered more projectiles and raised the quantity of things he had to deal with but this was as much to his advantage as it was to his disadvantage. He didn't know much about magic but he did know that whenever Willow tried to levitate more than one object it required increasing amounts of focus in order to do it. Even if it was just for a few moments in order to hurl the debris at him Amy would have to focus on the debris while at the same time keeping track of him leaving very little for Buffy. However he couldn't take the chance that there might be just enough focus free to detect the Slayer's covert approach so he forced himself to advance despite the hits he'd have to take in order to do so.

 _Dammit!_ He thought as a piece of concrete bounced off his head leaving him dazed for a few moments, _Why oh WHY couldn't the healing factor come with a pain suppressing factor!?_

Just as he smelt a familiar scent drift past his nose he got slammed in the head with a particularly solid piece of debris that even a healing factor couldn't help him recover from in time. For a moment he couldn't even think straight but fortunately a rather unpleasant invisible hand clamping around his throat caused a nice surge of adrenaline that sped up the process.

"I'll say this for you Harris." Amy said with one raised hand mimicking a choking grip, "You must have divine luck to be able to survive so many close calls and only have an eye taken from you. Most people are lucky to survive three encounters but you keep dodging the bullet again and again. Not THIS time!"

Seeing Amy bring back her free hand he was somewhat surprised to see it begin to give off a sickly green glow that implied much about what it'd do if it made contact with his skin. However like most villains the wacky witch wanted to savor the moment and so was slowly drawing him towards her with her magic. He didn't dare look in Buffy's direction for fear of giving away the intent of the plan and to imitate real fear he tried struggling against the invisible and intangible grip. He had no desire to find out precisely what the sickly green energy could do and if Buffy failed to make her move in time it'd be up to him to once again 'dodge the bullet'.

"Struggle all you like." Amy said with a malicious and unstable smile, "You can't cut the intangible nor can you break its grip. One way or another we're going to see how well a healing factor compares to the Hand of Mortis spell."

"Let's not and say we did." Buffy said before something sharp and metallic burst forth from Amy's chest.

With a surprised look that was downright comical Amy looked down at her chest and the growing stain of crimson spreading outwards from the piece of metal responsible.

"No…fair…" Amy said before collapsing to the ground.

At the same time the grip around his throat vanished allowing him to breath freely once more even as his feet once more made contact with solid ground.

"Cutting it a little close there Buff'." He rasped out even as his healing factor managed to deal with what little damage had been done.

"Sorry. I was afraid if I'd moved any quicker she'd hear me." She said even as she made her way to his side never once letting her eyes leave Amy's still body.

"Well at least it's over now." He said with some relief before remembering his current condition, "Well…mostly over."

"You wanted me you bitch! WELL HERE I AM!" Willow bellowed as she charged into the room with Giles, several Slayer teams and a few mage teams as well.

It took them a few minutes to realize that the fight was more or less over with but then they spotted him and immediately he could tell they were debating whether or not he was another enemy. Deciding he wasn't in the mood for a mistaken identity slash hero versus hero fight he decided to nip the problem in the bud before it could happen.

"Yellow crayon." He said while doing his best to put on his lopsided grin.

Willow's eyes widened so much he was half expecting her eyeballs to fall out and Giles was pulling the all too familiar glasses cleaning behavior to cope with an uncomfortable situation. The rest were a mix of shock and confusion looking to the people they trusted to explain to them what was going on.

"Xander?" Willow asked with her magic bleeding away without her focus to keep it in her grasp, "Is that you?"

"Yep. More or less." He replied getting a little uncomfortable at the looks he was getting, "Sorry we wrapped up the party before you got here but things were getting a little hairy."

"Yes…well…at least it's over with for the most part." Giles stuttered before putting his glasses back in his pocket.

Even though the man had long since switched over to contact lenses he still kept his old glasses with them explaining that cleaning the old item helped to calm his nerves.

"Why does Xander look like India Eisley?" one of the Slayers asked sounding torn between approval and bewilderment.

"Amy wanted to turn me into her pet assassin so she cast a spell to make me into X-23." He replied figuring that would explain it.

"X who?" a Slayer asked obviously clueless as to the name's significance.

"X-23? The daughter slash clone of Wolverine? From the X-Men?" he asked rhetorically hoping that it'd jog the girl's memory.

He could see a flicker of recognition at the names Wolverine and the X-men but clearly the Slayer was not a reader of comic books and probably only saw the trailers for the movies. With a sigh he decided that it didn't matter in the end since Willow would use what was in the building to cobble together a spell to get him back to normal. He'd kinda miss having both eyes and being in a young body without the aches and pains he'd accumulated over the years. Still it wouldn't be right to keep Laura from her dimension of origin assuming that she wasn't just some construct forged from his knowledge of the comic books. Plus while he acknowledged that the difference between how a man thought and how a woman thought was pretty much upbringing he didn't feel entirely comfortable in a non-male body.

"While I would have preferred that Amy be taken alive so she could be made to explain what she did to change you Xander I will trust that her death was unavoidable." Giles said with only mild chastisement in his voice, "Now I suggest that we canvas this facility for anything that may aid in restoring you to your former body and be quick about it. The Russian government may have given us leave to handle the matter without them AND told us that the place had long since been abandoned I do not believe it would be wise to tarry here."

"You think they might start worrying that a forgotten secret might still be here?" he asked thinking that a few Cold War secrets might be in the building hidden in secret compartments or vaults.

"Let us just say that I would prefer not to find out the hard way." Giles replied sounding like he believed there very well could be hidden microfilm or records that the Russians would prefer stay hidden.

"But the hard way is so much fun!" came a voice that should never have filled the air again.

Turning he was shocked to see Amy pushing herself up off the floor even though she still had a gaping hole in her chest with blood dripping off the sharp piece of metal sticking out of it. Instantly everyone went on guard and without thinking of it he popped the claws in his female fists ready to use them to take off the woman's head if that's what it'd take to defeat her for good.

"Oh don't worry! I am going to die. Can't take impalement and keep the heart ticking after all." Amy said reassuringly albeit with an insincere smile, "But fortunately I had a contingency plan put in place for just such a situation."

Immediately he began to worry because most of the contingency plans conceived of by bad guys tended to be powerful and rather blunt. The fact that he could see the life begin to leave her as her body began to shrivel up, her skin to turn grey and her hair to fall out also creeped him out quite a bit.

"Whatever it is we'll beat it!" Willow promised bringing her magic to bear once more.

"Think you can do it in three minutes?" Amy asked venomously even as her eyes began to take on a milky white color that was not at all healthy, "That's how long you have until this little surprise does its job. I wanted three seconds but the warlock who sold me the spell said that time was needed to build it up to maximum potency."

As much as he'd like to believe that Willow would be able to come up with a counter spell in so short a period of time the more realistic part of him didn't think lady luck would help them this time. The problem was that whatever the contingency plan was it seemed to be feeding off of Amy's body and would likely do the same to her soul. One thing that had come through loud and clear during the numerous research sessions he'd been privy too was that any magic that required a living sacrifice, especially one that included a soul, would be extremely potent. He would not be at all surprised if Amy's suicide spell would have effects that extended beyond the building they were in since it would certainly reduce the odds of her prey escaping. The obvious means of saving them all would be for Willow to muster all the magic she could to mass teleport them all to safety but…

"Oh…and don't think…that you can just teleport away…" Amy said struggling a bit to speak, "…the spell is set to take…forty lives before…terminating. However…if it doesn't find…forty…right away it will grow…and in doing so require…MORE…lives in order to satisfy itself. So what will it…be….your lives or the lives of the innocent people in this city?"

Damn! He hated smart baddies.

Looking towards the others he tried to figure out a way that he could save everyone including the innocent people that'd get involved. Seeing the emergency teleportation talisman hanging around a Slayer's neck he considered using it to send Amy away from the city but then he realized that the talisman was enchanted to send the user to the nearest Council compound. It'd been one of Willow's more impressive magical creations even if she did slice off pieces of other people's spell work in order to make it work. He remembered the times during its conception when she'd explained how it worked and how she'd managed to knit the various pieces together so that the risks would be minimal.

It was as he thought of those days and nights that he remembered one important detail about the talisman and its power that brought him both hope as well as sorrow. If he was right then his plan would save his friends and the people in the surrounding area but…

…it'd mean giving up everything.

 _Guess it's time to pay the piper._ He thought realizing that his luck had at long last run out.

Without explanation he darted forth and snatched the talisman from the Slayer's neck before sprinting to Amy and putting her in a one armed choke hold. He knew that time was slipping away and that if he didn't carry out his plan his friends, with the very best of intentions, would try to stop him. Extending one of his claws he began to chip away at a specific part of the talisman while at the same time being careful not to damage the rest of it.

"Xander what're you doing?" Willow asked even as slowly dawning realization grew on her face.

"Not doing. Done." He replied even as he finished removing a specific set of symbols, "All that's left to say is…I'm sorry and…I love you all."

With that he brushed his finger over the talisman's surface before muttering the needed phrase in the required language. With a blossoming of silver energy both he and Amy were surrounded by the magic of the item to the point where he could barely see the fear and sorrow appear on the faces of his chosen family.

What reason did they have for this?

The symbols he removed were responsible for setting the destination of the teleportation AND bringing the traveller's back from the place between departure point and arrival point. By activating the spell without those symbols he would effectively be teleporting himself into a limbo of sorts where the only life Amy's spell would be able to take would be his own. Would it disperse after a time when it failed to find new lives to consume? Or would it simply continue to grow until none could pass through the in between place without feeling its touch? He didn't know but he trusted Willow to be able to clean up after his mess eventually.

All that mattered to him was that those he cared about would be safe to live out their lives.

They'd mourn him for certain but they'd get over it eventually and find happiness once more.

So long as that happened he had no regrets.

 _ **Higher Plane, Hecate's POV**_

 _Well that certainly was unexpected._ She thought as she beheld the two in front of her, _When I chose to aid my priestess I had thought it mere human revenge. Unstable though she was due to the magic she received through dark means her plans were sound._

Indeed it had been entertaining to watch and for one who had lived for millennia it wasn't easy to amuse one such as her. However when Alexander Harris chose to sacrifice himself to protect his friends he managed with one selfless act to render all of Amy Madison's plans null and void. This one act of defiance and opposition had intrigued her enough to snatch the both of them up just before the contingency curse took effect separating it from them entirely. Her priestess had been drained of her life essence almost to the point of death and her body was in such a state that it was barely able to carry on. In the case of Alexander Harris he was perfectly health albeit in a young woman's body sharing a mind with a girl from another dimension.

What should she do with the two of them now that she had them?

It'd be possible for her to simply drop Harris back where he came from and it would net her a rather impressive favor from his best friend Willow. However it'd also be dull and rather uninteresting. If she sent him back then by the limitations of the Powers That Be she would not be able to prevent the Wicca from undoing the transformation thus returning Alexander to his natural state. There had to be a way that she could make it more interesting, more entertaining, even if she could only get the ball rolling.

"Perhaps I can offer a suggestion." Came a voice from a being she'd been expecting ever since her power had touched Harris.

Turning her head she beheld the two faced man dressed in clothes that were a fine mix between modern and early Roman with amused smiles on both faces. She'd known for a long while that Janus had a thing for the young man and had on occasion used what influence he was permitted in the mortal world to keep Alexander safe. When she'd transformed the man a visit from the Roman deity was to be expected but to hear him offer a suggestion instead of demand the safe return of the man to his proper place in the mortal world was a surprise. Still it was worth listening to since the man did have the most wonderful ideas.

"Do tell." She said as she conjured comfortable chairs for the two of them to sit in.

"It's true that if you merely sent Alexander back to his native dimension both Miss Rosenberg and the Powers That Be would do everything they could to return him to normal." Janus said as he graciously took the chair offered, "Leaving him as empowered as he is now would only disrupt their precious plans. At the same time they can't simply kill him given how intertwined his fate would be with their champions the Slayers. So aiding in his 'restoration' would be the best they could hope for to salvage their plans. It'd also be quite boring."

"Then what would you propose to make things more interesting?" she asked hoping to propel him along to the actual suggestion he wished to make.

"There is a dimension I know of that could use a good soul like Alexander to brighten things up a bit. I was reminded of it while I watched Slayer Summers infiltrate Madison's lair." Janus replied a twinkle of thought in each of his four eyes, "If you sent them there you would quite nicely shake up the status quo and that's always amusing. What would make it even more interesting would be if you left two trails that could be followed that'd lead right to him. Not obvious ones of course but something a keen mind would be able to follow without difficulty."

"Two trails? I could understand one for the Slayer and her ilk but for whom would the other be left for?" she asked a bit puzzled by the idea laid out before her.

With merely a knowing smile Janus waved his right hand and with a slight sparkle of magic it all became quite clear and she had to agree that leaving THAT particular door open would help make the second proverbial act much more intriguing. Even those who'd normally object wouldn't be able to interfere because while direct action would be forbidden simply leaving a trail of breadcrumbs to follow for those who went looking was not. It did after all depend a great deal on free will and random chance both of which would keep the blame from falling on her should anyone make an issue of it. At the same time, given the parties involved, there was a high probability that those people would indeed pursue their friend.

Not one hundred percent but definitely higher than seventy-five percent.

"Very well Janus." She said with a smile of approval, "We'll do it your way."

"Good." He said with both mouths before turning his gaze to Amy Madison, "What about her?"

"Well they say all good things come in twos." She replied with a smile on her face.

Indeed the idea she had in mind for Amy Madison would definitely suit her and perhaps the woman might even find true happiness.

Maybe.


	3. A Past That Never Was

Disclaimer: I do not own any of the copyrighted material contained herein they are the rightful property of their respective creators and/or associated companies. I make no profit from this whatsoever and I have no intention of changing this at any point in the future. I write because it's fun and because there are those who enjoy reading my stories. Therefore I would appreciate it if no legal action were taken against me.

Note: To the person labeled 'Guest' who wrote a review of this story on July 9th, 2017 I will ask only this: at what point have I ever given readers the impression that the number of favorable reviews I get determines whether one of my stories will live or die? Writing fan fiction is a hobby of mine NOT a job. Hobbies are meant to be fun for the person doing them and so long as it remains fun most people will continue partaking of their chosen hobby. Sure getting favorable reviews from the readers is some nice icing on the proverbial cake but it by no means do they have the deciding vote on whether or not I give up on a story I'm writing. I will only stop writing a story IF and ONLY IF I personally lose interest in the plot and it becomes too bothersome to continue. As such if you do not like this story or gender bender stories in general then I advise you to simply pretend that this story and any similar stories that I've written do not exist.

Now for those of you who do like my stories in general then get ready for a twist that not many of you will have seen coming.

I think you'll like it!

 _ **Xander's POV**_

BBBOOOOMMM!

He was woken up with a start at the sound of something big and explosive hitting the ground nearby and immediately his self-preservation instincts had him fully awake, on his feet and ready for a fight. It was only after he'd finished looking about the immediate area to find no one but him present that his mind took the time to become fully cognizant and aware.

Sadly this led to more confusion since instead of oblivion or the demolished room in the building he'd been in with the gang he was in a concrete room that barely had four walls and a ceiling.

To be quite honest it looked like it'd survived numerous bombing runs through sheer luck alone and if his wake up call was any hint the bombers were still trying to obliterate it. Looking down at his body he sadly found that unlike the change in location he was still stuck in X-23's body as well as the clothes Amy had put him in though they had holes and damage from her magical attacks. Using Council mental techniques he looked into his mind to see if he still had his extra passenger but the results he got were...inconclusive. He couldn't really sense another mind but at the same time when he poked around the portion of his head where she'd been after the barrier had been brought down it didn't feel empty.

It made him think it was like having a library but not having the librarian.

BBBOOOOMMM!

Another explosion rocked the room he was in except this time he could see the cracks in the concrete grow and he knew that any further introspection would have to wait until he was someplace a little safer. Running out of the room it didn't take him long to reach open air but he soon found that it wasn't much safer than inside the building. Almost immediately he came under fire and so reflexively he dove behind the nearest piece of concrete that could be put between him and the source of the bullets. Only one skimmed his upper arm but the pain was nothing he hadn't dealt with countless times before in Africa so it didn't affect him one bit. Waiting until there seemed to be a gap in the shooting he quickly poked his head up over his cover to see just who was shooting at him so he could figure out a motive. Maybe it was a case of mistaken identity.

He only got a two second look before he ducked back down again but it'd been enough for him to get a decent look at the shooter: some guy in a Nazi military uniform. He had backup in the form of two others but they seemed to be preoccupied with other targets so there was a small bit of comfort that he only needed to worry about shots coming from the barrel of one gun. However it still didn't explain to him satisfactorily where he was. Obviously it was a warzone of some kind but the only question was whether he was still in his own time or had he been somehow transported back to World War Two. If it was the former than he was stuck in the middle of a VERY REAL WW Two reenactment but if it was the latter then he was in a very precarious situation. He'd seen enough sci-fi movies dealing with time travel to know that even the simplest deviation from recorded historical fact could have profound consequences on everything that followed. True there was an opposing theory about time travel, that the timeline was immutable and couldn't be changed no matter what you did, but he had no way of knowing which one was correct.

 _I need to get clear of the fighting and get to the nearest Old Council facility._ He thought even as more bullets slammed into his cover before his attacker chose to wait for a better opportunity, _With a little luck they might be able to help me get back to my right time or at least find a corner of the world where I can hide out until I get back home the long way._

He wasn't crazy about the idea of living through over five decades of life before he could reunite with his friends so he hoped he could persuade the Old Council to help him. They'd probably ask for something in return but hopefully whoever was in charge now was smart enough to realize that tampering with the time stream was madness. If they wound up being like some of the powerful people he'd met over the years then they wouldn't be able to resist asking him about the future or using him to further their own agenda. If the person he met with gave off that kind of vibe he'd leave, violently if they gave him cause to do so, and seek out someone else. His Council had come across a few major players that could be trusted and that likely still existed in this point in the timeline. He'd probably need to do something to earn their trust but fortunately most of the ones in his top five would only need him to go through some kind of ritualistic test to ensure he didn't have some dark purpose. Aside from that he might have to gather certain ingredients necessary for the trip home but he'd do his best to make as few temporal ripples as he possibly could.

 _First though I need to get out of this particular warzone._ He thought as he began to conceive of a way to beat his foe, _Here's hoping I don't wind up having to kill anyone important!_

The simplest route would be to simply charge the position because with Laura's healing factor in his new body shots that would normally be lethal to a human or slow them down would just hurt like a sonuvabitch to him. The only problem with that was the possibility of the soldier going for a headshot. He'd survive it…most likely…but it'd take him awhile to heal and wake up. Considering the level of fighting going on and the fact that bombs were being dropped he didn't like the odds of his body holding up. Looking about he tried to see if there were enough obstructions in the other direction that he could use them for cover until he was outside the soldier's range. Sadly while some did exist they'd require he stay on his stomach for quite awhile and if the Nazi decided to go in for the kill he'd be in poor position to fight back.

 _Guess there's only one way to go._ He thought as his female body tensed for battle, _Here's hoping the guy is slow to adapt to the unexpected._

Popping the claws in his fists he zigged around the corner before zagging to shake off the Nazi's initial aim then sprinted in the man's direction. This took the soldier by surprise and bought him a few meters of ground but to the man's credit he recovered adjusting his aim in an effort to hit his prey. Focusing on evasion for the time being he was surprised when he could HEAR the sound of the trigger on the man's rifle clinking back and it gave him just enough warning to dodge to the side. Why hadn't he heard the first shots before? Was he experiencing some sort of temporal jet lag that was affecting his body's X-23 powers? Whatever the case it just gave him one more reason to get clear of the fighting. If all of Laura's powers weren't turned on or were experiencing difficulties then the odds of him getting killed if he relied on them went up.

 _Gotta finish this quick!_ He thought as he got to within leaping distance.

As soon as he was confident enough he dove at the Nazi soldier with the claws extending from his fists leading the way. The man tried to bring his rifle into a defensive position but he wasn't quick enough to place it so that it'd intercept the metal claws and so they sunk into his chest all the way to the knuckles. Though perhaps unnecessarily bloody he ripped the claws to the side in order to make sure that the man wouldn't be getting up to bother him again. 'Never leave an enemy living behind you' was something he'd done his best to drill into the Slayers under his care. He'd seen and managed to pull off himself some lethal shots even when battered or bleeding on the ground so it only made sense that others would be able to manage it as well. Unless specific circumstances arose that required the enemy be taken alive it was better to make sure every one you fought was put down for good.

The scream of his kill however alerted his buddies to the threat he represented so he immediately moved on them using his claws to slice the rifle of one in half while performing a backhand slash immediately afterwards that luckily tagged the throat of the last one. In a move that had him feeling a little sick he finished the last Nazi by stabbing both blades into the man's eyes causing him to wiggle a bit before going slack.

As he watched the last foe in the immediate area drop to the ground he realized how different his current situation was to what he'd done in the past. Depending on how far the edge of the battlefield was from his present location it was likely that he'd have to fight his way through many more men like this. Seeing as how he was apparently in the middle of a town or city it was likely that an army had the entire location encircled specifically to keep those inside from getting out. That could mean anything from tanks to armored vehicles to heavy artillery and maybe even hastily buried mines that could take your leg clean off if you set one off. If he was going to get out of the city he'd have to do some recon to see where the weak points were in the encircling army's forces and perhaps even take advantage of what their opponents were doing.

 _Anyplace they lay down heavy fire would probably be a good way out._ He thought as he reasoned out some possibilities, _If the quarantining army had mines that way there wouldn't be any need to fill it with so much lead._

All he'd need to do was wait for the enemy stationed there were relaxed enough then sneak through using every slinking stealth technique he had.

One person sneaking through would have a better chance of making it than an entire military unit.

 _Gotta arm myself first._ He thought as he picked up the weapons of the men he'd just killed along with the ammunition to go with them, _Claws are great in close quarters but you gotta get there first._

He just hoped he didn't get mistaken for an enemy because of the gear he was carrying around.

Once he had as much as he could safely carry without sounding like he was carrying an entire kitchen around he picked a direction and began moving that way. Ducking behind cover whenever it presented itself and making sure that the way was clear before proceeding he hoped to be able to make it to the perimeter of the battlefield without fighting anyone else. Considering the amount of gunfire and the random explosions he was hearing it was a pretty safe bet that everyone with a gun was pretty busy at the moment. That didn't mean they wouldn't take a potshot at him though if they spotted him though so sneaking was definitely needed. Fortunately for him most demons and magic users had incredibly enhanced senses so to get past them or get the jump on them you had to be pretty good at sneaking. Add to that what he inherited from Soldier Boy and he had a decent grasp of how to sneak past armed men that he'd managed to hone in Africa.

Not all the threats down there were demons.

Some were warlords with men and a lot of military hardware.

Those types had looked at the opportunity to get a superhuman woman on their side like a wolf would a particularly juicy piece of meat.

Too bad for them that they painfully found out that the meat they were eyeing was still attached to a high level predator that could kick their asses in hand-to-hand. However after a particularly nasty encounter with one warlord he'd begun teaching all his girls about military weapons and tactics so they didn't wind up like Sally. She hadn't been killed but given the injuries she incurred it was proven that even Slayer healing couldn't overcome everything. When his training proved successful he sent a recommendation back to the main office that ALL Slayers should undergo the same training since foes with guns weren't found just in Africa. It'd been a hard sell since both Buffy and Giles were quick to point out that few if any demons used modern human weaponry. He'd countered by pointing out Trick, Wolfram and Hart, as well as the fact that it'd only take one demon smart enough to keep up with the times to put a couple of Slayers into the ground.

He'd even gone so far as to arm some of his Slayers with paintball guns and fake bombs filled with a paint payload then have them face off against traditionally armed Slayers in a setting chosen by Buffy. He'd bet that if his team could score fatal or disabling hits on more than seventy-five percent of Buffy's team then his recommendation would become official Council policy without obstruction. Buffy had countered by demanding that if his team lost then he'd become her personal butler, outfit and all, for an entire month.

He'd had absolute faith in his girls so he'd agreed without hesitation.

By the time the battle was over only a single one of Buffy's Slayers remained paint free and that was because she'd surrendered after watching the rest of her team taken out like they were normal.

As he moved about though he realized that as a solo agent in hostile territory between two sides that would likely classify him as an enemy he couldn't afford to screw up.

Everything was going smoothly for the most part until he reached an open area that looked like it'd been a park before all the fighting started. Two sides were fighting against each other and the fighting was thick enough that going through the middle would get him turned into hamburger so going around would be the smarter move. However just as he was preparing to chart a course around the battle he heard a cry cut through the air that had him freeze in place.

It was a woman's cry!

Turning towards the source he found that one of the people who'd been fighting from cover had been hit with a shot and was now on the ground helmet no longer on the head.

It WAS a woman!

He didn't know all the details of the second world war but it should have been an age where women were basically told to stay off the battlefield and in the home. If they got involved with the military at all it was behind the scenes and far from where they could've gotten hurt unless the enemy specifically targeted such places of operation. With increasing acuity his hearing helped him pick out more female voices coming from the side of the confrontation that the initial woman had been defending. Looking there he could see that while some were clad in Soviet uniforms most were wearing civilian clothes decorated with military gear and weaponry.

Just how bad was it here!?

Whatever the case it looked like while the lady's allies were trying to get to their injured friend to pull her to relative safety their enemy wasn't letting them. A near constant barrage of bullets kept the dirt in front of the trenches the women were hiding in from ever settling and the odd grenade just made it all the more intimidating. The women were experiencing emotional distress making him think that this city siege was their first battle since more experienced soldiers would have developed a thicker skin to such extreme situations. Given how most first time Slayers reacted when they entered a major confrontation with the local demon groups he knew worrying over their injured friend could be the thing that destabilized their entire defense. Once that happened their foes, Nazis based on one of the helmets he saw poking up from behind cover, would without a doubt charge forward to take their position killing all of them in the process.

 _It's not my fight!_ He thought even as he watched the line of ladies let their soldier spirit crumble, _If I get involved it'll just make getting out of here harder!_

However when he saw one of the Nazi's bring his arm back to toss a grenade in the downed woman's direction his body, his heart, acted before his mind could object. He brought up the rifle he'd had in his hands, took aim and then fired striking the grenade man in the throat causing him to drop the explosive in shock. God must've decided to give him a freebie because the grenade exploded soon after finishing off its thrower while knocking any Nazi within range on their butts. Knowing he'd now come under fire he adjusted his aim and began taking shots at the remaining Germans one after another until all ten rounds had been expended forcing him duck behind cover to reload. He'd only stayed focused on each target long enough to see visual proof that his shot had hit its mark before moving onto the next so he wasn't sure if the followers of Hitler were out of the fight entirely. Head shots were what he'd gone for but a few he'd had to aim someplace else due to obstructions preventing him from seeing the Nazi's head. Automatic fire and single shots came his way but thankfully his cover was strong enough to stand up to it without too much trouble.

 _It sure is odd loading bullets this way._ He thought as he slid the seventh round into the rifle, _Usually I just slap a fresh clip in and resume firing. Just goes to show how far designs can go with fifty years to work with._

As soon as he slid the tenth round into place he waited until he heard a break in the impacts he could feel through his cover before popping up and looking down the barrel for a target. He soon found one and pulled the trigger but wasn't able to get off another shot before he noticed one of the Nazi's pointing his submachine gun his way. Ducking back under cover he soon heard the gunfire he could still feel them strike the concrete but fortunately none of them made it through to him. Thanks to the civvies that'd been fighting the Nazi's for who knew how long so far he got other opportunities to add his fire to the mix.

Before long the immediate area was bereft of gunfire even though there was enough noise to make it clear that fighting was still going on elsewhere in the city.

 _Guess it's time to move on._ He thought satisfied that he'd managed to save the injured woman's life as well as the lives of her comrades by intervening.

Rising from his hiding spot he prepared to resume his stealthy sneaking in the direction he'd originally chosen…only to find the guns of the ladies he'd just saved pointed at him with faces attached that made it clear they meant business.

"Drop your weapons." The leader of group ordered with a submachine gun pointed at him, "You're coming with us."

He knew he could fight his way out if he wanted to, they were close enough together that he could slice them all up swiftly, but that'd be such a waste considering how hard he'd worked to save them.

Thus with reluctance and careful slowness he put his rifle down before doing the same to the rest of the stuff he'd purloined off the Nazi's he'd killed.

It wasn't until they'd made it a fair distance from the site of the firefight that he realized the woman had been speaking Russian and he'd understood it perfectly.

He didn't know Russian.

Not before Amy's spell.

Oh boy.

 _ **An Improvised Russian Scout and Supply Depot**_

"Get those supplies moving!" she yelled from the center of one of the main supply caches for the Soviet defense of Stalingrad, "The northern front is starting to flounder!"

Watching as the supply delivery unit started speeding up she nodded in satisfaction before returning her gaze to the latest status reports from the other fronts in the city's defense. Paper had long since become a precious commodity so they were often scrawled on whatever light and flat surface the commanding officer could find using whatever worked. Most though just sent a messenger, a runner, to the nearest supply cache with a request for what they needed the most. Sometimes those messengers made it, sometimes they didn't, but that was why she did what she could to mentally keep straight what each location asked for last so she could guess what they'd be running short on next.

The sad thing was that with those Germans attacking almost constantly it was difficult to get supplies through and often they only got half of what Moscow had promised. Not because of any lack of honor on their comrade's part but rather because the Nazi's often attacked the shipments as they approached Stalingrad. She and the rest did their best to provide cover fire for the shipments but it was hard to prevent heavy artillery from hitting its mark. Nevertheless it was a testament to Soviet courage and skill that they managed to last this long.

"Svetlana!" came the cry of her spotter in charge of keeping an eye out for approaching German forces from the third level, "Vera's coming back and it looks like she's bringing back a prisoner."

"Prisoner? What is she doing that for?" she asked looking up through the hole in the second level and third level floors that let her see Dina, "We have no place to keep prisoners. What does he look like?"

"It's not a he." Dina replied after taking another look out her window, "It's a she."

"A woman?" she asked with a bit of surprise.

While the Soviet military had been desperate enough for manpower in order to keep Stalingrad the Nazi's were not in so desperate for men. When added to the fact that they didn't have people hammering their supply lines and there was no reason for them to arm their women and send them off to battle. Was the prisoner a spy perhaps? It was a fact that some men were weak to a pretty face and the various intelligence agencies had trained female operatives precisely to exploit this weakness. Was this prisoner intended to first play on the sympathy of her comrades then seduce her way into the confidence of a ranking Soviet officer? If so it was good that Vera managed to capture her first and even better to bring her to this supply cache run almost exclusively by women. There'd be no one to fall for her seduction tricks here and no one under her would trust a stranger so readily no matter how nice the captive acted. Still she had to believe that Vera wouldn't have brought a prisoner back from her scouting mission without good reason so she'd wait to see the woman for herself.

It was only a few minutes later that Vera's team escorted the prisoner inside her first thought was that she was looking more at a young woman than an adult. By her reckoning the prisoner couldn't be more than nineteen years old but after a moment's consideration she knew that that didn't necessarily mean anything. Since the siege of Stalingrad had begun she had seen the Nazi's do horrible things, inhuman things, so the idea that they would have an operative so young was positively tame. However the clothes she was wearing were definitely not the sort that'd help her blend in or make anyone dismiss her as just another citizen. For one thing it looked as though it'd already been torn apart in places but oddly enough the exposed flesh was free of any sign of injury. Had the girl simply found the outfit and put it on despite its damaged state? Unlikely. She could think of no German who'd wear something like that and no one living in Stalingrad would have something like that.

In short the lack of visible injuries and the odd clothes left her with more questions than answers and that was never a good thing in wartime.

"Care to explain yourself Vera?" she asked as the woman came to a stop a short distance from her, "Last I checked we weren't under orders to take prisoners."

"We were ambushed on our way back from scouting. Even outnumbered though we managed to hold our own against that German scum." Vera replied ever the believer in the strength of the Soviet people, "When Zhanna got shot though…we had trouble going to rescue her and keeping our defense intact. Then this girl appeared firing a German rifle from an alley nearby. She managed to kill four Nazis before we finished off the rest."

Interesting.

On the surface it looked like Vera and her team owed the girl their lives for intervening but after living in the hell that was Stalingrad the last few months she knew such things didn't exist here. The miraculous rescues by unknown people were things that only happened in works of fiction. One more likely explanation was that the prisoner really was involved with the Germans and the ambush was staged to make everyone trust the 'hero'. She wouldn't put it past the Nazis to sacrifice their own in order to sell a deception that would lead to the deaths of many of their enemies. Looking at the prisoner who seemed to be gazing about the room with an idle curiosity she could see that while not fat the girl hardly looked the part of a soldier or agent…

…Until she got a clear look into the young woman's eyes.

There was still some innocence there but there was also steel. Steel that was only gained through harsh training and experience gained on the battlefield.

 _I suppose it is not so surprising._ She thought with consideration, _No one would last long out there unless they had the makings of a soldier._

Those citizens who were able to leave had fled the city the moment warning of the German advance had come and those who remained after escape ceased to be an option had either learned to fight or died very quickly. Everyone knew that there was no target forbidden to the Nazis. Anywhere there were people was a viable target for the soldiers of Adolph Hitler because either it would deprive his foes of soldiers or it would demoralize those that remained. With all the time that'd passed since the siege of the city began she felt it was safe to say that only the true survivors remained among those loyal to mother Russia.

"What's you're name girl?" she asked addressing the prisoner in a polite though authoritative tone.

"Alexis Kinney." The prisoner replied with only a moment's pause between question and answer.

Definitely not a German name so that was one point in the girl's favor.

Assuming of course 'Alexis' was telling the truth and not making a name up off the top of her head. There had been a pause before answering to the possibility of conjuring up a false name wasn't entirely unfeasible.

"Why are you here in Stalingrad? Are you with the Germans?" she asked taking special care to examine every facial movement body movement.

"NO!" Alexis replied immediately and vehemently though it did not appear to be defensive in nature.

More like she'd been offended at the very idea of being with the Nazis.

Offense that appeared to be genuine in nature rather than very well rehearsed so that was another reason to dismiss the notion of the girl being a Nazi spy.

"Then how did you get here?" she asked determined to have all her questions answered.

"I…am not sure myself." Alexis replied definitely hiding something with that statement, "The last thing I recall before waking up here was being with my family. I have no idea how I got here."

While she did not believe the girl was being entirely truthful she didn't believe she was telling an outright lie in her statement either. Alexis knew more about how she arrived in Stalingrad than she was revealing but she was being honest with her being with family before arriving in the city. It didn't satisfy her curiosity, didn't quell the suspicion inside of her, but it did serve to sway her from having the young woman shot to merely tying her up and placing her under guard. Executing the unknown would be the swiftest method of resolving the situation and quite frankly would be less depleting of manpower and resources than keeping the young woman prisoner. Food and clean water were already limited in quantity with no idea of when it'd be replenished. The women under her own command already had to get by on what little they had and adding another would only consume it faster.

Nevertheless it would stain her honor to kill someone who had done her no wrong and in fact had saved Vera and the others.

"Tie her up, put her in the corner and place three guards on her." She ordered with enough firmness that anyone who had a problem with it would wait until later to speak with her about it, "I will send word to the general about her and ask for instructions. He will decide her fate."

Some might see it as a coward's choice but the truth of the matter was that she had bigger things to worry about than a single unknown. She and the women under her were a vital part of Stalingrad's defense with the supplies they provided and the areas they scouted. She would rotate the guard on Alexis as needed in order to let her people do their jobs without being short on manpower and hopefully the general would reply swiftly with orders that would get the girl out of her hair. If she was judged to be a spy she would be interrogated then either sent off to prison or executed on the spot. If nothing opposed her story and she was believed not to be a threat then it was likely she would be placed with the other noncombatants for the duration of the siege or maybe sent back to her to work. Without any way to replenish their lost soldiers they needed anyone healthy to keep the Nazi's at bay.

Watching as Alexis Kinney let herself be tied up then led to the corner furthest from the supplies and the other women under her command she couldn't help but wonder what the future held in store for the young woman.

 _Whatever it is I doubt I'll be in a position to see it._ She thought before turning back to her duties, _Either I'll die in the defense of Stalingrad or remain here to help rebuild after the Germans have been driven off._

 _ **Xander's POV**_

 _Well things COULD be worse._ He thought even as he started getting bored watching the ladies go about their assignments, _I could be out there trying to find an elusive safe place to hole up in until things quieted down enough to leave the city._

He knew he'd been considering slipping out sooner but that was before he found out where he was and just how serious things really were. Just like any other high school student he'd taken history classes and some of them dealt with World War two. They didn't go into any serious detail, more like a basics broad stroke version, but they still touched on all the important engagements and battles. One of those infamous battles was the 'Battle of Stalingrad' since it marked the beginning of a rapid decline in German superiority on the eastern front and the turning point of the war in Europe.

It'd also lasted a little over five months from start to finish.

He'd been listening in on the various conversations to try and figure out when precisely in the battle he'd landed but it sounded like the women were primarily a scout and supply operation. As a result most of their conversations were generalized without actually giving any details he could compare with what he could recall of his history classes in high school. He'd just have to do what he could to survive until it ended then slip his captor's leash so he could make his way to the Watcher's Council branch closest to him. He knew that the main branch in London would be in shambles thanks to the Blitz so the odds that they'd be able to do anything for him there were bad. He'd have to head to a country where they had a sizeable branch but wasn't directly involved in the war or at least hadn't been turned into a battlefield just yet. He just hoped that temporal travel didn't rack up too high a bill for him because while he did want to get back to his proper time he refused to compromise his morals to do it. Considering every past encounter he'd had with the Old Council and what the Scoobies had learned after taking over the operation he was of the opinion that they were little better than corporate sharks. With their favorite excuse 'for the greater good' they justified numerous acts that had any who learned of them wishing they could resurrect the ones responsible just so they could kick the crap out of them.

 _Well no sense watching this sideshow anymore._ He thought as he crossed his legs and assumed a more meditative position, _I have bigger problems to deal with._

Specifically him knowing things that he shouldn't have known.

While there had been some classes in high school none of them had been Russian and the research sessions he'd been through focused more on the written word than the spoken one. So while he might've learned to read some Russian he wouldn't be able to speak more than a handful of words that'd been subtitled in movies or TV shows. However since he'd arrived in the damaged city he'd been able to not only understand the Russian being spoken to him but also speak Russian without difficulty. He hadn't even had to pause to mentally translate what he'd wanted to say from English to Russian. It'd just come out as though he knew Russian just as well as he did English. It just reeked of something strange going on so he thought back to what might've changed in the last while but didn't have to look very far. It was obvious that his lingering changes went further than simply sticking him in a body that matched the physical characteristics of X-23. If he was right then he had a lot more rattling around his head than he'd had before Amy's spell including complete mastery of the Russian language at least as far as speaking it and hearing it were concerned.

Was there more?

Utilizing the techniques that'd let him search his own mind for Laura and then free her he looked deep within to try to find that which didn't belong. The obvious thing to check for first was Laura herself since the last thing he recalled was the two of them working in sync with one another to operate the body they were in smoothly enough to deal with Amy. When he'd used the talisman to beam both him and Amy into the space in between places he'd expected to wake up in a void then slowly die without food and water to replenish his body. It'd take VERY long since in the void there wouldn't be anyone but Amy and that was assuming that Laura's healing factor enabled him to survive the witch's hail Mary spell.

No matter where he looked though he couldn't sense anything resembling a mind in his head other than his own and even when he sought out foreign knowledge no ripples could be found. That didn't make any sense! When the barrier keeping him out of the driver's seat of his body went down and his mind threatened to merge with Laura's he'd had no trouble telling the difference between the two. Had Laura somehow died and left behind her knowledge and skills? It'd certainly explain his newfound fluency in Russian.

He tried to take stock of what he now 'knew' but without any way to separate the new info from the old info it'd take some to go through it all and even then he'd likely miss something. The techniques he was using were primarily intended to act as a means of combatting telepathic intrusion and control so while they could be utilized to review his mind's contents it wouldn't be like reading a book. If he had to compare it to anything it'd be more like trying to remember how a song went that you hadn't heard in years. Most people could recall three quarters of the music and maybe half the lyrics but the rest eluded them until they listened to it again. Given enough time he'd likely be able to find most of the inherited knowledge but he wouldn't find all of it unless it was drawn out through external factor.

Dangerous.

While the Laura that he'd found in his mind had been from a point in time in the comics where she'd been a part of Wolverine's X-Force she still had the training of an assassin. Based on what he recalled from the comic books the people that made her, The Facility, they'd focused on imbuing Laura with the ability to kill just about anything to the exclusion of anything else. Nothing that would give her a semblance of self or cause her to believe she was anything other than a weapon to be used however they saw fit. While she had made some progress in the issues he'd read to becoming something other than a killing machine she seemed still favor the killing blow over nonlethal techniques. True as a member of Wolverine's X-Force lethal force was pretty much the order of the day unless the target had info that needed extracting first.

Still…he was in a situation where he didn't have all the details and sitting in a high stress environment where you often needed to kill to survive. If push came to shove her assassin tendencies would likely surge forth and he didn't know how he felt about that. He wasn't against killing humans, in Africa they could be as dangerous and as immoral as any demon, but this was a unique situation. Here it wouldn't just be a handful of people he'd have to kill to resolve a situation. There were literally hundreds of people on both sides of the conflict enshrouding the city and to get clear of it he would have to kill more than a handful.

He'd be optimistic if he thought he could keep the number below fifty.

Killing demons in that number didn't bother him because they were monsters, killers of the innocent, but humans were another matter. While he didn't think like Buffy and believe that being human as well as having a human soul made you good he did believe that it gave you a choice between good and evil. The Nazis, the Soviets, they were all fighting for something they believed in and he suspected that only a fraction of them could truly be called monsters in how they behaved. Most were just following orders, afraid of being punished by their superiors if they refused, rather than gaining satisfaction from their actions. Some people might say that 'I was just following orders' was a pitiful excuse and that any decent human being would've seen the evil in what they were doing and walked away. Those people though didn't know the reality of war or of serving under those who wouldn't hesitate to have you executed or lumped in with the other prisoners. It took someone of extraordinary will and bravery to do the right thing KNOWING that if you did so you would die, be tortured or imprisoned for the rest of their natural lives.

Not everyone could pull it off.

Then of course there was the niggling concern he had about the damage he'd probably done to the timeline with the Nazi's he'd killed and likely would kill in order to escape the warzone. His actions had been based on instinct so far, acting in self-defense and in the defense of others, and by the time he thought about the consequences…well…there was no point to crying over spilt milk. The damage was done and it was likely he'd need to do more before he managed to get back to his proper spot in the timeline. Every movie to TV show he'd ever watched that involved time travel stressed how dangerous tampering with the timeline was and how it was impossible to take every variable into account. You could plan for years with some of the best minds available and boatloads of information and still miss something. So rather than rack his brain looking for ways to keep from changing the timeline in potentially terrible ways he'd instead do his best to make things better. He got decent enough grades in his high school history class and with Willow being Jewish she'd done many a paper on World War Two that he'd proofread at her insistence. As a result he'd be able to help point out high value Nazi targets and explain how the Germans won some battles so the Allies could turn the tables on them.

Naturally as soon as the war was over though he'd drum up some capital by stealing from several wealthy crime families and then do some serious investing. He knew enough companies and people who'd do well for themselves over the next fifty years to make himself obscenely wealthy allowing him to live a life of luxury. True it'd be a bit weird doing it in a girl's body rather than his own but he had a feeling that having his own personal Scrooge McDuck money bin would make it bearable. With a little luck he'd be able to found a real demon hunting organization and wrestle the Slayer line away from the Brits.

All in all he had plans and BIG ones at that.

 _First though I gotta make it through this battle._ He thought as he tried to recall everything he knew about the Battle of Stalingrad.

KA-BOOM!

The building shook and one of the upper windows was blown in causing the lookout stationed next to it to cry out before falling silent. Was she still alive? Had she been killed? He didn't know and as gunshots began to echo through the air he doubted that he'd be able to find out until the outcome of the battle became known.

"GERMANS!" one of the ladies upstairs yelled before returning fire, "TWO PLATOONS AT LEAST!"

"Derr`mo! EVERYONE! TO ARMS!" Svetlana yelled even as she grabbed a rifle propped up against the table she'd been sitting in front of, "FIGHT! NOT A STEP BACK!"

"Cut me loose!" he yelled even as he hastened the covert cutting of the ropes, "I'll fight with you!"

"Forget about it!" one of the women yelled as she briefly paused to glare, "We can't trust you! You could be a Nazi planted to attack us from within while your friends attack from outside."

As much as he wanted to deny her theory he had to admit that from their perspective it was a feasible scenario. A planted spy raising chaos from within would make mounting a defense against those on the outside difficult if not impossible. However he wasn't content to simply sit and wait while possibly good women got cut down by gunfire so he'd have to take a chance on one of his hair brained ideas. Shoving subtlety to the side her claws sliced through her ropes in an instant then kipped to her feet before dashing for the nearest exit. The Soviet ladies fired at him to try and prevent his escape but either the shock of his returned freedom was throwing off their aim or they were worried about hitting their comrades. In any case the second he arrived at the window he'd been heading towards he dove through it, rolled with the landing so that he'd get back on his feet then headed for cover.

Considering the fact that there was precious little of it that'd protect him from incoming Soviet AND German bullets it was difficult but he managed to find some before getting too many holes shot into his female body. Taking a moment to breath he looked down and watched with eerie fascination as the bullets that succeeded in tagging him were pushed out of the wounds they'd created before those same wounds healed in seconds leaving not even a scar. Even though he'd been given ample proof beforehand that the body he was in could heal from any conventional wound it was still bizarre to watch.

 _Still it'll be helpful._ He thought even as he prepared to put the next part of his plan, _Please God don't let this be the time when my luck runs out._

Listening carefully to get an idea of where the German forces were located he began to make a mental map of where he believed them to be in relation to his current position. When he was certain he'd found as many as he could at the moment he moved towards the ones nearest to his position as quickly as he could to make himself hard to hit. As soon as he got close enough he knew that evading enemy fire would be impossible so he didn't even bother trying as he fully extended the claws sheathed in his forearms. The Germans were quick to bring their weapons to bear on him once they managed a clear line of sight but he moved in such a way so as to prevent a debilitating wound. It'd heal of course but he couldn't afford to be slowed down like that. Once the Nazi's figured out that one shot wouldn't put him down they'd pour on the hurt until he stopped moving and that'd screw with the other side of his plan. Lead pecked at his skin but once he was within reach he used his claws to first disarm his targets then deliver a fatal blow. He didn't even notice how fluid his movements became or how precise his strikes were because to him the end results were far more important.

The results? In less than a minute four Nazi soldiers were dead on the ground with blood pouring out of wounds that would cause them to either die instantly or bleed out in less than ten seconds.

He only waited long enough to confirm that the men wouldn't be a problem before moving onto the next position on his mental map. He did his best not to think of the lives he was ending, he tried his best to focus only on eliminating the opposition as swiftly as he could, and managed to eliminate four positions before the rest caught on to what was going on. When that happened his ability to approach them without getting turned into Swiss cheese became hampered by concentrated gunfire on his position and mortar attacks. While this did draw fire away from the Soviet ladies he couldn't think of a way to continue his takedowns without being turned into hamburger. Taking fire from five or less was one thing but he estimated that no less than ten people were shooting at him now with at least two more launching mortars at his general position. His cover was being torn down, bit by bit, and before long he'd be exposed making his elimination all the more likely. Charging the enemy's location in an effort to induce hesitation due to friendly fire seemed to be the only option but he didn't have an answer to the question of whether or not he'd survive long enough to make his plan work.

Could he do it?

No. Not alone.

But who was there that could help him?

 _ **The Russian Scout and Supply Depot**_

 _ **Svetlana's POV**_

"What is she?" Vera gasped as they reflected on what they'd just seen.

"I don't know." She replied barely keeping her composure better than the woman next to her.

Like the rest of them when Alexis had escaped she'd come to the conclusion that the young woman really was a Nazi spy.

However that possibility fell into disarray when the girl left the building without killing a single comrade leaving her scrambling for another. Did Alexis have a transmitter on her that allowed the Nazis to find the supply cache? Possible. All of the major powers involved in the war were putting considerable effort into creating new technologies, new weapons, in order to defeat their foes. It was not unfeasible for the Germans to have developed a transmitter small enough to be concealed on or even in Alexis' body yet strong enough to picked up by a receiver outside the city. However that had changed when German positions began to fall silent and through luck alone Dina had managed to spot the cause: Alexis! Instead of joining her German 'friends' or fleeing the area to report to her superior the girl was taking out the Nazis one position at a time. With her own binoculars she'd watched as Alexis tore her prey to shreds with claws implanted in her fists and feet with skill she'd never before seen. What was even more surprising though was that even though she'd seen evidence that German bullets had hit the young woman the few times she'd been able to see the spots hit clearly there was nothing there but undamaged skin.

It left her filled with both wonder and confusion.

Seeing the teenager pinned down by German fire though she knew what had to be done if for no other reason than to repay Alexis for fighting for her and her comrades.

"Snipers! Focus fire on eliminating the mortar operators pinning Alexis down then move onto those Nazi's with automatic weaponry!" she ordered even as she took aim herself before firing.

Where before her entire base had been under fire from the Germans she saw now that the girl that'd been their prisoner was their best chance to turn back the assault with as few casualties as possible. If they could take out enough Nazis then the young woman could resume her assaults on the other positions causing the Germans to fight a battle on two fronts. Anyone with a grasp of military tactics would tell you that an army fighting a battle on two fronts was not something one should embrace. With sufficient manpower and resources it was possible to do it but with only what the Nazi's had with them now it was a sure recipe for their swift defeat.

In short by helping Alexis she would be protecting those she was responsible for so it required little thought before acting.

Even before the war came to Stalingrad she had experience using a rifle for the times when she would hunt wild animals to provide for her family. She had two children who to her knowledge had made it out of Stalingrad safely before it became too dangerous to attempt escape and while their father had been a womanizing pig she treasured them like nothing else. It had been so tempting to leave with them but just as she had a duty to them she had a duty to the motherland to oppose any who would seek to harm it. Furthermore she knew that if the Nazis succeeded in taking the city, HER CITY, that it would strike a significant blow in their favor as it was named after the leader of the Soviet Union. Thus while she missed her children terribly she fought to protect them and halt the advance of the German war machine even if only for a short while.

She knew not how much time had passed since she'd given the order to aid Alexis but after she saw another German fall dead to the ground she watched as the young woman sprang from her barely adequate cover. Like a lynx Alexis hunted using the terrain to her advantage in order to get close enough to use her metal claws often dispatching them with a single slash. Before long a system of distract and destroy formed between her comrades and the young woman outside causing the Nazi's to retreat out of fear before too long. She made sure her comrades didn't allow a single one to escape for if knowledge of Alexis' abilities made it to the Germans commanding the assault they would come at the supply cache in even greater numbers. That was something that could not be allowed. The only reason she and the ladies under her command had managed to survive up until now was because there were more valuable military held locations for the Nazis to strike at. The Germans knew that there were other supply caches in the city so taking out one wouldn't overly harm the Soviet opposition. The one she and her subordinates guarded wasn't even one of the larger ones.

If they found out that a young woman capable of killing dozens of men singlehandedly could be found at this location…they would come to capture or kill Alexis.

"Dina?" she asked looking to her friend, "See any more survivors?"

"No. Either they're better at hiding than I thought or we killed them all." Dina replied from her lookout post, "I'm thinking the latter."

"Let's hope so." She said to herself before speaking louder to her comrades, "We have won sisters of the Soviet Union! The Nazis could not stand against the power of our spirits and survive!"

Cheers went up throughout the building but thankfully the girls were smart enough not to waste ammunition by firing into the air in celebration. With resupply from the Soviet military unlikely and scavenging what they could from dead Germans dangerous they could not afford to waste even a single bullet.

"Begin taking stock of what we have used and what remains." She ordered once the cheers died down, "Then send out teams to salvage what we can from the corpses outside. Tell them to stay alert! We do not know when the next attack will come."

All acknowledged her orders and began to move about accordingly allowing her to turn her attention to the young woman who'd made their victory possible. From her position she watched Alexis approach the building, arms raised in surrender, clothing shredded even more by her efforts and blood spattered randomly over her body. It made the girl look like the survivor of a massacre but the truth was that Alexis was a part of a massacre with death being dealt out by her own hands. When the mysterious young woman got close enough those still on guard duty reverted to her last orders to treat Alexis as a prisoner and raised their weapons.

"Lower your guns." She ordered as she descended from the upper level she'd been on, "She is no German spy. They would not send such a deadly weapon to destroy a supply cache such as ours. More than that she fought on our side just now and lessened the cost of this victory. I will not ask you to call her comrade yet but neither is she enemy."

"Then what does this make me?" Alexis asked her arms still raised in surrender.

"You will be…a guest." She replied after a moment's thought, "We do not have much to offer but we will share what we can."

"Good enough." Alexis said with a nod of acceptance, "I'll do my best to earn what you give me."

"Well there is one gift I would say you have already earned." She said giving the teenager a once over, "Vera? Dig through the crates and see if you can find some clothes for our 'guest'. We can't have her catch a cold on us after all."

Indeed the remains of the clothing Alexis had worn up until now were in shambles and only succeded in preserving the girl's modesty through sheer luck. She did not believe that the garments would survive another battle with the Germans intact and the idea of giving fuel to the Nazi's perverse libidos sickened her. A side benefit would be that no Soviet soldier that entered the area would mistake her for an enemy soldier and would grant her aid. True if they ever spoke to her it would quickly become clear that she was not an established part of the Soviet defense but hopefully her deeds would earn her the benefit of a doubt.

If after the war Alexis could be persuaded to make the motherland her home then the Soviet Union will have gained an operative that could not be rivaled.

It would be a historical day for all Soviet citizens.

 _ **Xander's POV**_

 _Two weeks later and I'm really beginning to think that the history books got it right with that quote._ He thought as he danced slash fought against the Nazis he was currently in the middle of, _This is ten times worse than hell._

He was no stranger to the battlefield, he'd fought a guerilla war in Sunnydale for seven years after all, but this was different. Even his time in Africa didn't compare to this because at least then he knew there was a place he could go to and enjoy the luxuries of a civilian but here…here he had to get by on rationed food and regularly disturbed sleep. Even if he'd just had his old human senses it would've been hard to get a decent amount of sleep with all the shooting, explosions and human exclamations of pain. With the enhanced senses of Laura Kinney he could hear so much more, smell so much more, to the point where he'd been tempted to stick wax or something in his nose and ears so he could get a full night's rest.

The only thing that stopped him was Svetlana's concern that their joint defeat of the Nazi platoons would inspire an even larger force to come their way. They might've succeeded in eliminating any firsthand witnesses but the sheer absence of those same German soldiers returning home victorious would be enough to raise suspicions. The Nazi in charge would wonder what could possibly have defeated and most likely slain two platoons worth of German soldiers and might feel inclined to send twice that amount in order to find out. With no way of predicting WHEN such a force would come he couldn't permit his senses to be muffled at all since any advance warning would be crucial.

As for where he was now he was scouting the area around the supply cache up to an estimated ten blocks out for any sign of German presence or approach. He'd been given a flare to fire off into the sky if he did encounter enemy troops so that Svetlana's group could ready their defenses but up until now he had not encountered anything that was a direct threat to the supply cache. Now he was facing a single platoon of Nazis and while he could've just let them pass they'd been heading in the direction of the supply cache. Whether it was their mission to take it down or had just coincidentally been heading that way he didn't know but he refused to take the chance. He'd used his new heightened senses to maneuver himself into an optimum striking position then opened up with the rifle he'd been given. He'd have preferred something automatic but had been told that their ammunition usage had to be kept to a minimum so as to ensure the rest would get to where it was needed most. He'd managed to take down three Nazis before the rest zeroed in on his location and opened fire. Sadly these soldiers were under no such restrictions concerning their weapons and so had pelted his location with fire making it impossible to return fire.

Fortunately for him the flare provided him a way to turn the tide.

He didn't fire it into the sky where Svetlana's group could see it but into the midst of the German soldiers he'd succeeded in blinding them temporarily allowing him to close the distance between them swiftly. From there he'd gone with the idea that as long as he was in their midst they'd be hesitant to fire their weapons in case they accidentally hit their comrades. Every time so far that he'd seen them try to get further away or otherwise reposition themselves so they could use their weapons he acted to keep them together. Either by throwing them into each other or getting behind the receding group and herding them with her claws towards their allies.

Defeating the men was by no means a quick process since while attacking them he also had to evade any attacks they sent his way that might give them an advantage in the fight. He might've managed to make some progress with consciously tapping into what he'd inherited from Laura but he was a far cry from being considered her equal as a fighter. His past experiences fighting and his Halloween memories also weren't all that helpful since they were designed to work with a male body not a female one. Despite how sexist some people might think him to be it was a biological fact that there were decided differences in the physical capabilities between men and women. Strength, speed, agility and flexibility were all different. If ten men and ten women were each trained to maximize all their physical abilities anyone with two eyes would be able to see a difference between the two genders. As such moves that he remembered using in his male body wouldn't work the same way in his current one. Firsthand field experience was helping smooth out the rough spots with every encounter but he was still worried about doing anything too fancy for fear that he'd wind up falling flat on his face.

He was about halfway through the platoon when something happened that he hadn't been anticipating one little bit: another flare was fired but not by him.

Turning towards the source he saw that it'd been a German soldier who'd fired it off.

He wasn't an expert on World War Two German tactics but the natural purpose of a flare was to signal someone either to attack or rescue. Either way there'd be more Germans in the area soon either to rescue their comrades or if he was REALLY unlucky a Nazi plane would fly past and drop a building buster bomb on his head. He had to finish this fight NOW!

Pushing his body as hard as he could he immediately went to work dispatching the remaining German troops focusing no longer on keeping them together to protect herself with friendly fire but rather eliminating them as swiftly as possible. It wasn't pretty, a mix of claws and commandeered weapons, with meat shields being used by him against their will in order to keep the hits on his body to a minimum. He wound up covered in blood but he shoved the mild nausea he felt to the side since it would only hinder his movements drawing out the entire experience even more. He was just about to finish the last Nazi soldier when his sense of hearing detected something that caused his survival instincts to force his body to dodge to the side immediately.

It was a good thing he did because less than a second later something flew through the air missing him but hitting the Nazi he'd been about to kill immediately.

Using the direction his instincts were telling him the attack had come from he immediately put the thickest piece of concrete in his immediate vicinity between him and the attacker. It should've been enough to protect him, to give him time to figure out what was going on, but much to his surprise pain blossomed in his stomach as something ripped through it and impacted the ground a few feet away. Barely managing to keep a straight head amidst the physical trauma he saw that the projectile was a black piece of metal shaped like a raven's feather. Even as her body worked to heal the wound at it's usual rapid pace he moved to enter the nearest structure believing that if concrete couldn't protect him then his only other option was robbing his foe of the knowledge of his location.

He made it inside just before another shot from his attacker punched a blade shaped hole in the doorframe five inches behind where his head had been.

In a moment of clarity he immediately got out of the clothes he'd been given until he was just in this time's version of women's undergarments. While he might visually be able to get out of his opponent's sight the blood and gore dripping off of his clothes would leave a trail that could be followed easily enough by an experienced tracker. It was cold but he'd bear with it since he'd be a lot colder and deader if his attacker found him. Laura's healing factor, presuming what he had was an exact copy, could handle a lot of things but unlike Wolverine he didn't have an unbreakable skeleton to prevent decapitation. Seeing as how most soldiers and warriors knew where the instant kill locations were on the human body including the heart and head it was a safe bet that his foe would target them. If he was going to win he was going to have to sneak up on the one that'd shot him through solid concrete and force a close quarters battle immediately. Nineteen forties tech couldn't possibly have made something that powerful very small and considering the general appearance of most firearms it was likely rifle shaped. That meant that if he could position himself so that the barrel couldn't be aimed at him his chances of survival would go up considerably.

Calling forth all the stealth tricks he knew and the few he'd inherited from his temporary tenants he crept through the partially intact building making sure to never come close to a window or missing wall. An amateur might think that it'd be best to circle around and wait for his attacker to follow him through the same door he'd entered through. However he knew that anyone with even a little experience would be expecting an ambush at that point so he immediately discarded that scenario. Instead he'd wait two minutes then use his new body's enhanced senses lead him to his target. Hopefully by then whoever had shot at him would relax their guard a bit and give him the opening he needed to strike the deciding blow.

 _Not going to be easy with a building in this kind of shape._ He thought making sure to watch for signs of a weakened floor with every step, _One wrong step and I'll be letting them know precisely where I am._

Once he was confident that he'd managed to put enough distance between his point of entry and himself he closed his eyes and let the info from his other senses flow into his mind. It was unnerving the level of sensitivity he now possessed but at the same time they'd give him an edge in a fight so he wasn't going to turn them down. Bit by bit he reached out with them looking for any signs of a human presence or at least something not of nature since either would lead him to his target. He'd adjusted to the different smells and sounds of a real warzone quickly enough in the last two weeks so it wasn't hard setting aside what was normal. With brows scrunching together in concentration he sifted through the info he was getting until finally he managed to pick up a collection of sounds and smells that didn't belong.

 _Gotcha!_ He thought as he opened his eyes and began to take an indirect route to the source of the alien sensory input.

He might not have known the layout of the building especially given its damaged state but he'd seen enough to suspect that it might've once been a hotel or a fancy apartment building. Such places tended to follow a limited pattern of layouts and he'd been in enough of both to have an idea of what led where. There was some backtracking due to one obstruction or another but he did his best to make it quick without making it loud as well.

It seemed to take forever but he finally managed to close to within eyesight of his quarry and as he peeked around the corner he had to wonder if he really had just been sent into the past. Standing maybe twenty-five to thirty-five yards away from him was someone, someone big, decked out in clothes with an obvious raven theme to them. Whoever had designed them hadn't been trying to make the guy look completely like a bird but rather make it easy for whoever saw him to make that comparison. A smattering of conventional military gear was visible when the man moved from left to right but what caught his attention was the weapon in the man's hands. Honestly the device looked like it'd been designed by a steam punk fan boy with a masters degree from M.I.T but there was no mistaking that it had a deadly quality to it. The smooth and shiny metallic surfaces, much like a sharp blade, caught his eye but when he attempted to deduce how it'd fired the metal feather at him he got an answer.

The weapon's design was such that there seemed to be two barrels integrated into a stock with a gap between the two of them roughly an inch and a half in size. However it was the flicker of electricity that danced between the two barrels that clued him into what he was looking at even if he could scarcely accept the idea. It was a rail gun or at least a weapon that used electromagnetism to fire its projectile in some fashion. However that shouldn't be possible! He was no egghead like Willow but even he knew that massive amounts of electricity were needed in order to generate a field capable of propelling an object at the desired speeds. Even if you scaled down the size of the weapon so it could be carried by a human being and intended it only to be used against infantry rather than armored or airborne vehicles there was no way someone could heft around the power supply. Yet what he'd experienced so far supported the idea of a rail gun since he didn't know of any other weapon or method of propulsion that could do what he'd seen.

As the man turned half towards him he ducked back further behind the corner but still peeked out enough to spot the three cables going from the weapon to something hidden beneath the man's raven themed coat.

 _Likely where the power supply is located or at least some kind of regulator for the whole thing._ He thought as he marked it as a priority target, _If I take them out I should be able to turn this into my kind of fight._

The only question would be how to get the guy focused in one direction so he could sprint towards him from the other direction. If the man saw him coming it wouldn't take long for the guy to bring the weapon to bear and he didn't want to find out what a point blank hit from the thing could do to him. In the end he could come up with nothing and while fleeing was a good idea it'd leave the Soviet forces clueless about the new threat. If there was more than one of these weapons it could prove to be the tipping point in the battle for Stalingrad. The thing that'd been keeping the Soviets in the fight was their knowledge of the city and the abundance of cover suitable debris to be found. However this weapon had proven itself capable of shooting THROUGH that cover without any apparent difficulty. If all who wielded it had good aim and solid intuition about where their target was behind cover they could decimate the defending Soviet forces.

 _I have to take this guy down!_ He thought as he prepared for his possibly suicidal charge, _With a corpse and the salvaged weapon the Russians might be able to come up with a way to fight back against it._

With a single breath to calm his nerves as best he could he then surged forth at sprinting speed throwing stealth to the wind and hoping he was fast enough. As expected the sound of bare flesh on floor reached the Nazi's ears swiftly immediately prompting the man to turn his weapon towards the source. It wasn't clear who was going to succeed, him or the rail gun soldier, but that just gave him incentive to move faster so as to ensure he was the one who came out on top. Even as it looked like he would lose he ducked down underneath the barrel at the last second before lunging forward claws extended intending to tear his foe open.

It came as a sizeable surprise to him then when the man proved quick enough to make it so that the deadly Adamantium implements only succeeded in tearing fabric rather than flesh.

 _Nimble for such a big guy._ He thought even as he moved to make sure his adversary couldn't get far enough away to use his rail gun, _Let's see how nimble._

Keeping his speed at full throttle he began to unleash a random pattern of blows using both his hands and his feet not to mention anything else that would prove effective. While his foe showed some signs of having unarmed combat training the fact that he hadn't managed to launch an offensive move implied that he was being pushed to his limit. If he could just figure out a way to push the man just a little bit further he knew he'd be able to score a hit and that'd be the blow that'd start him on the road to victory.

Too bad his foe had other ideas when out of nowhere the man jumped forward to tackle him taking him off his feet and through a nearby window.

They weren't far off the ground so while he impacted hard enough to do some bruising on his back and knock the wind out of him his healing factor would take care of it in fairly short order. However seeing the man rise up enough off the ground to bring his weapon to bear he had to wonder if that'd be quick enough even as he initiated a slash meant to cut the weapon in half. The blades barely skimmed the weapon's surface but apparently the damage done was enough to induce the man to focus more on it than him.

This proved to be his undoing as with a good show of speed and flexibility he brought his right leg up, blade extended next to his big toe, and watched as it scored a hit on the man's left shoulder. Metal parted cloth and flesh causing the man to cry out in pain at the wound he'd been given but to his credit he recovered enough to deliver a skull jarring punch to the head. By the time he recovered the man was off him and a dozen feet away gripping the bleeding wound while glaring at him like a man swearing terrible revenge.

 _Not going to happen._ He thought determined not to let the man get away to recover and come back at him.

Moving forward and hoping the injury he'd inflicted was enough to slow the man down he prepared to end the fight…

…only to once again experience terrible pain from behind.

Looking down she spotted a sharp scimitar like blade protruding from his chest and much like the projectile that'd gone through him earlier it was stylized to resemble a raven's feather. Before he could examine it more it was pulled out of him causing him to collapse to his hands and knees coughing up blood even as it flowed out of the impalement wound. The sound of footsteps registered and when he had the will to he looked up to spy a dark haired woman clad in clothes similar to the man stride past her.

"Are you alright Aldo?" the woman asked in German with a hint of unprofessional concern.

"I will be fine Adela." The man replied sounding only mildly inconvenienced by the wound, "Do not take your eyes off the girl. She is more than she seems."

"She will soon die brother." Adela said dismissively at the warning, "No one can survive being impaled through the chest. Not by my blades."

"She can." Aldo said with certainty, "One of my feathers pierced through her stomach yet when I fought her a short while ago the wound was no more."

"Yep." He said even as the wound left by the woman's blade began to heal at an accelerated pace, "You're going to have to try something a little more impressive to put me in my grave."

"Then I shall endeavor to do BETTER." Adela said even as she reached for something on the back of her neck.

His enhanced senses heard a click and for some reason the woman's body seemed to go rigid though whether it was from pain or pleasure he wasn't sure. Once the sensation passed or at least calmed down a bit the woman's gazed focused on him like the laser sight of a sniper rifle and he could tell she would be attacking at any moment.

A blink later and it was only instinct that saved him from being cut in half as somehow Adela had managed to cross the distance between the two of them. His body had chosen evasion this time instead of blocking the weapon but even then the razor sharp edge came a little too close for his liking. His next thought of course was to counterattack but before he could put the idea to action another swing came at him forcing him to bring the blades of his right fist to bear to block it. It should've sliced through the blade like it was nothing since in the Marvel Universe few metals could stand up to Adamantium blades. In fact he'd taken it to be a good thing since it meant he'd be protecting himself and disarming the woman with the same move.

Too bad Fate had other plans for while his claws did stop the blade it was not by coming into direct contact with it but rather by hitting some invisible force that repelled them.

Adela attacked again and he tried this time to put a little of his own muscle into the block in order to force his claws to succeed in slicing through the scimitar like sword only for the same field to prevent this once more.

"What the hell?" he gasped even as the woman continued her barrage at a speed that was clearly above the norm for a human being.

"Shocked? You should be!" Adela declared as though she was riding the ultimate adrenaline high, "This is the power of the Nachtkrapp! This is the brilliance of the Third Reich!"

He vaguely recalled the Nachtkrapp as being a mythical animal from Germany that parents used to scare their kids at bedtime. Something about abducting little kids and taking them back to their nests to be gruesomely torn to pieces and eaten. Considering all the tales of how Hitler was obsessed with the occult and using magic to win the war it wasn't surprising that he'd name his super humans after them. He remembered asking Giles about it during one of their research sessions but he never mentioned anything about the Germans having steam punk rail gun rifles or women who could move at Slayer speeds. Were they facts that the Old Council kept locked away or had they simply not written them down due to sensitivity issues? Whatever the case he was barely able to keep up with the woman and if her friend Aldo joined in he'd be overwhelmed for sure. So far the big guy was staying back but that'd change probably if he started making any progress with Adela. He needed to come up with a way to knock them both on their asses long enough to make a getaway because defeating them wasn't an option anymore.

It was something he'd have to do quickly before his rough skills got him killed.

 _ **A Short Distance Away**_

"Well isn't this entertaining!" spoke the man to her right, "Is she one of us?"

"She wasn't on the list I was given." She replied as she watched the fight through the binoculars.

Indeed she had been briefed on the unit she was to form in order to turn the tide against the Nazi forces and as the one selected to lead them she'd been given files concerning each member. Six there were to be including herself each possessing a unique talent or ability that would give them an advantage over rank and file soldiers. She had infiltrated Stalingrad alone and met up with the two others during the course of her efforts to get to the designated convergence point but when they'd resumed their march they'd come across an unusual sight.

Both of her new comrades thought that they should follow the unusually garbed man since 'unique' could become deadly if one wasn't careful. She'd agreed but said they'd follow from a distance so as not to be noticed and lose whatever useful intelligence they might gain. What they'd witnessed had been illuminating and troubling since it meant that the Germans were making progress with their Special Weapons and Soldiers division. An electric gun capable of being carried by a man without a large power source visibly attached to it. A woman apparently capable of moving at speeds far greater than were humanly possible. It was not what she'd been expecting when she'd received her orders but like any soldier she accepted what she saw and modified her plans to take the developments into account.

Then there was the almost naked young woman fighting the two German super soldiers.

She'd watched the German man fire a shot from his rail gun and easily saw the blood spatter than indicated that it'd hit the dark haired young woman yet instead of dying the teenager managed to get up and flee. They'd been unable to watch what'd happened once the fight moved into the building but when it'd come back outside it'd been a bit of an eye raiser to see that the girl was wearing nothing but her undergarments. For a moment after landing on the ground it looked like the girl would be killed for sure until in an unexpected move a blade sprouted from her foot piercing her foe's shoulder a moment later.

It had been then that she'd noticed another oddly dressed person, a woman, advancing from the young woman's rear with a scimitar in hand. Rather than intervene she stayed her hand and made sure that the other two did the same since it was important for the Allies to know as much as they could. If Germany managed to create an army of soldiers such as these it could gain them all of Europe before an effective countermeasure could be devised. However watching the young clawed woman visibly straining to keep the German woman's blade from landing but nonetheless keeping her defense strong caught her interest.

"Get ready. We're going to extract her." She said readying her M50 Reising for use.

"I thought you wanted to use her to gather intel on her opponents." The masked man to her right said sounding curious but not opposed to the idea.

"While they're at a stalemate now the girl won't have the stamina to keep it up for very long. I suspect the Germans know this." She explained as she finished her preparations, "They won't be showing us anything else if what they're using now is enough. However the girl has potential and her special attributes could prove useful to the unit. Reason enough to save her."

A look at the other man showed that he actually looked forward to the confrontation that was about to happen but given his interests he probably took this as a personal challenge.

"You will distract them first." She ordered looking at the masked man, "Get their attention off the girl. I will then move in to force the woman back towards her comrade. Then all that'll be needed is one final push to get them to withdraw for the time being."

"And if they don't withdraw?" the golden eyed man asked sounding as though he wouldn't mind if this possibility happened.

"Then we adjust the area of engagement to our advantage and take them down." She replied confident enough about their chances of winning to act on it if confrontation couldn't be avoided, "Let's go."

With that they descended from their lookout using the most expedient means available to them.

For her she repelled down the side of the building but the men used their own unique methods even if they weren't advisable given the damaged state of the buildings. Trusting that the same people who sent her had confidence in the abilities of the others she only marginally kept tabs on their locations as she advanced towards the targeted battle. In her head as she went she debated methods of attack and how effective they would be given what she'd observed through the binoculars concerning the abilities of the Germans. Given the speed and accuracy shown by the woman it was likely that her first two or three shots would have to be sure to hit their targets otherwise evasion or blocking could become a concern. Given that flight or fight was uncertain she'd have to target parts of the woman's body that would both encourage escape and provide an advantage if combat continued.

By the time she got close enough for stealth became mandatory she had a target picked out and so approached as softly as the terrain would permit.

Peeking over the bottom half of the of a cracked window frame she mentally commended the young woman for not having received a cut since she'd last lowered her binoculars. However it was also clear that the teenager still had yet to devise a means of tilting the odds in her favor so she hoped her teammates would prove reliable in fulfilling their roles in her strategy. When bees began to become decidedly more common in the air then could possibly have been natural she took it as a promising start for the man whose file called him The Pain. The two Germans and the girl noticed them swiftly enough and when the insects began to sting the woman attacking the girl the former predictably began to try and fight them off leaving herself vulnerable.

Instantly coming to a full standing position she targeted the shoulders of the woman since a wound in either or both would make wielding the blade difficult even if the German was a master in using it. Mentally nodding in confirmation as she watched one bullet succeed in piercing the shoulder of the arm currently holding the blade she soon felt disappointment when the other shots missed. The woman's speed and reflexes were impressive for while the miss was a near one the German managed to evade the remaining bullets before retreating to her ally's side.

"Reinforcements?" the German man asked even as he moved to support his partner.

"It won't help any of them." The German woman replied even as she switched her blade over to her uninjured arm, "I am just as deadly with my left arm as I am with my right."

A second later a black arrow shot out of nowhere and it was only sheer luck that allowed the woman to evade it as it passed by her to embed itself in a nearby wall.

"If you wish to have a contest of limbs my dear I'm afraid you're out of your league." Came a rasping voice before her other teammate appeared out of thin air, "I shall enjoy your fear as you realize this."

While mildly disturbed by the man's fetish she had to admit that fear was a useful tool to use against the enemy. Looking at the Germans she could see from their their eyes that they were debating the value of continuing the fight versus retreating but in her mind there was only one right choice.

Fortunately the Germans saw it the same way as the man withdrew something from beneath his coat before throwing it to the ground light and electricity exploded outwards blinding all as well as stunning those closest to the point of detonation. She and her allies only caught the edges of the shock but the girl got a larger jolt causing her to collapse onto her hands and knees even as the rest of them covered their eyes. When both detonation effects ended the Germans were gone and the young woman had partially recovered from the jolt she'd received. While not how she'd originally envisioned the confrontation's conclusion it was satisfactory enough that it didn't deserve a reprimand.

"Well that was shocking." The young woman commented with a bit of humor, "Here's hoping I get to return the favor later."

"As long as you stay in Stalingrad I'm sure you'll get your wish." She said even as she kept her senses sharp in case of a surprise attack from the German duo.

Just because it looked as though they'd gone it didn't mean that they'd actually left the area.

"Great! Remind me to bring plenty of bullets and bombs to the reunion party." The girl said even as she managed to stand up showing little if any impairment to her balance.

"I might do that if you agree to a proposal I have." She said deciding to extend an offer on her own authority.

She knew that THEY might take some offense to her acting on her own but she was counting on their interest in the young woman's unique abilities to soften any repercussions she might face. The unit, the one she was to command, had been created to turn the tide against the Nazi forces and ensure the victory of the Allies. To that end each member had been specially selected by THEM and augmented as needed or desired in order to ensure that outcome. As such adding one more 'special' member to the team would be welcomed so long as it could be proven that the teenager had the requisite competency in military skills and tactics to not be a burden on the unit.

"I'm listening." The girl said sounding like whether she'd agree or not depended on what was uttered next.

She thus chose her words well.


	4. Trials of the Fucking New Girl

Disclaimer: I do not own any of the copyrighted materials contained herein. They are the rightful property of their respective creators and/or associated companies. I make no profit from this whatsoever and I have no intention of changing this in the future. I write because it's fun and because there are those who enjoy reading my stories. Therefore it would be greatly appreciated if no legal action were taken against me. I can assure you that my assets wouldn't cover even half of your legal fees.

Note: I know by now a lot of you would like an answer as to why I chose to turn Xander into X-23 rather than choose someone else. You've made a lot of suggestions in terms of alternatives: Winter Soldier, Cable, Punisher, Citizen V, Grifter and Deadpool. The reason I did not go with characters like them is threefold.

First none of the above people have an ability or tool that would allow them to remain in fighting shape from the beginning of the MGS story (MGS3) through to the end (MG Revengence). Sure Deadpool has his healing factor that potentially like Wolverine's could let him live a good long while and still be able to kick ass but then we get to the second reason.

The second reason I didn't go with any of these characters is basically due to a lack of familiarity with them. My comic book reading has been pretty much restricted to X-Men titles, Spider-Man titles and occasionally Avengers titles. As such I do not feel like I could do justice to the proposed characters and would likely only trip over myself trying.

Third and probably least important of the three would be I try (emphasis on TRY) to keep myself from doing what is expected or has been done before. People have been writing BtVS stories and crossover stories for years and some things have already been done to death. I do what I can to branch off from the path travelled by so many others and try something new. I might not always succeed but I do try. As such while I knew I'd need to give Xander attributes that'd help him in the MGS universe I needed to choose someone who people wouldn't immediately think of.

Well enough of this! ON WITH THE SHOW!

 _ **Stalingrad**_

 _ **Xander's POV**_

 _I hope I made the right choice._ he thought walking behind the woman who only went by the codename The Joy.

A full day had passed since he'd first met the woman who was only three years older than the body he currently inhabited. It'd been during that first meeting that the blonde had explained that she was the leader of a special unit, the Cobra Unit, that had been formed to turn the tide against the Nazi's by whatever means necessary. It'd sounded a little shady but the fact that they'd saved his shapely butt from the two Nachtkrapp soldiers put them in his plus column nonetheless. The Joy then explained that she'd been watching his fight with the German operatives and had been impressed with the skill he'd shown even if he hadn't won. As a result she was prepared to offer him a place in her unit and commented how it could help bring the war to a close a little bit sooner. The offer was tempting and it could lead to him getting out of Stalingrad sooner rather than later since a special unit would get priority transport if they requested it. Also he'd read in his high school history books how many soldiers from the Allied countries had died before the war came to an end. If he could reduce that amount by even a dozen then it'd be worth it.

Even more so if he could somehow find Willow's grandfather and get him out of the Nazi death camp he was in sooner rather than later.

Mister Rosenberg never told the whole story about how his father had died in the camps but he had remarked about how if his dad had only held on for another week Allied troops would've rescued him before he'd been herded into the gas chamber.

Still he'd inquired about what sort of strings would be attached, what sort of obligations he'd be required to fulfill before he could walk away, and that'd led to some questions being fired his way. When he'd been asked his name he gave the same one he'd given Svetlana and her team: Alexis Kinney. When he was asked where he was from he just said a little town in America but that he hadn't been there in a while which was true since it'd been years since he'd even been stateside. Then of course had come the question about how he'd come to be in Stalingrad but in this case he didn't have to lie. He explained how he'd lost consciousness during a gathering of his friends only to wake up in a building in Stalingrad. He went on to explain how he'd met Svetlana and her team helping them to defend the supply cache for the Soviet troops. He could tell that neither the Joy or the Pain and the Fear liked the black hole in his story involving how he'd been dropped in the middle of the war but they didn't press for more.

The Joy then explained that her unit officially didn't exist and they couldn't leave even a hint of their presence on any battlefield they were sent to. They were to be ghosts, shadows, that the Nazis spoke of in the trenches and cause them to look fearfully into the darkness wondering if the same specters were waiting to swoop in to end their lives. As a result each of them had a prototype bomb implanted in their bodies with the trigger tied to their vital signs. If they ever flatlined the bomb would detonate utterly destroying their bodies to the point where there'd be nothing for anyone to identify even if they gathered up every piece they could find. Naturally he didn't like that idea one bit and plainly stated that he refused to have any explosive implanted in him for any reason. She didn't seem to have a problem with that since his regenerative powers would make dying a major issue for him. She also stated that while he was a part of the unit he'd be obligated to carry out the missions the unit was assigned and never speak a word about them to anyone lacking the authorization. Not friends. Not family. It didn't matter how powerful or how high up the ladder the person was. Unless he was plainly told by her or someone already in the know that they could be told he would not even acknowledge the existence of the missions much less what happened on them.

With that level of secrecy it was likely that whatever they'd be doing would raise a major shit storm if the facts every reached the public or even those not cleared to know them. That meant that it could heat up the war even further or involved elements that were so morally black that a government other than the Germans could face a coup de ta at the hands of their own people. He wasn't sure if it was a good thing for him to get involved in such matters but he'd been concerned that if he tried to walk away The Joy's first mission would be to find and capture him. His regeneration ability would be valuable to all of the Allied nations and finding a way to pass it onto their troops would make any evil deed condonable for all the good that could be done in the future. In the end he'd agreed to join the unit but only until an opportunity came along to vanish from all sight. He had no desire to be any nation's wet works operative but he wasn't stupid enough to think he could just buy a home in Kansas like any other Joe America.

He'd probably need to go underground for at least a decade and avoid hot spots where the intelligence agencies of the major powers would be operating. If he did that they'd likely forget about him since they'd have other things on their plates more important than hunting down a single girl with a unique ability. As long as he didn't do anything to pop up on their radar he'd be safe. Hiding from them would hinder his efforts to make the future better but he'd still try nonetheless. Keeping his head down in some small country would give him all the time he needed to develop plans while mastering the body he was in. The war would probably go a long way with that, firsthand experience and all that, but some things needed a place with zero distractions. Working the kinks out at a hut in the middle of nowhere would do it just fine.

When he'd maxed out on all the progress a person could make training on their own she'd put the fruits of her efforts towards changing the world for the better. He'd go after the tyrants, the dictators and the murderers of the world ending their lives before they could bathe in the blood of innocent men and women. He could already think of a couple off the top of his head and had a good idea of where they could be found during the next fifty years. He'd likely still have to do some hunting about to find them but with the senses he now had he didn't think it'd be all that difficult.

All in all for the time being he'd play along with the Cobra Unit and do what he could to bring the second world war to an end sooner rather than later.

"So…where to now?" he asked as Svetlana's supply cache became too distant to make out clearly.

"We meet with the other members of the unit and then begin our counterattack against the Nazis." The Joy replied without looking back at him, "If they're allowed to claim victory here it'll give them the spring board they need to make it all the way to Moscow. If one of the three major powers opposing Germany falls and its resources fall into Hitler's hands…"

"…Then no place on Earth would be safe." He said finishing the woman's statement with a logical ending.

"Precisely." She said sounding like she wasn't thrilled at the idea either.

Good enough reason for him to go all the way to ensure that the city didn't fall to the Nazis.

"We'll do it." He said with conviction born of determination, "No doubt about it."

"Yes. We will." She said with equal resolve.

He just hoped that in defeating evil their souls didn't become poisoned in the process.

 _ **Communications Tent, Russian Forces Camp**_

 _ **The Joy's POV**_

"Then it's official?" she asked in order to confirm what she'd been told by the man on the other side of the radio signal.

"Yes. She might not be from the same 'school' as you or the others but her abilities would make her an asset on the battlefield." The man said sounding like he had no hesitation about his decision, "Seeing as how we won't be able to send you further support Miss Kinney's presence in an unexpected but welcome boost."

"Your not concerned that she might not be ready for the missions we'll be going on?" she asked wanting to make sure she knew where he stood.

"Based on your summary of her fight with the Nachtkrapp she's capable of holding her own, unarmed, one on one against a member of that group. Given what Ally intelligence has on them that's good enough for her to handle conventional German infantry easily enough." The man replied sounding like it'd been a deciding factor, "The same could be said for armored vehicles assuming she has the needed weapon. If you're concerned that she might slow you down then use the downtime between missions to train her. Have all your unit members train her."

"We have a war to fight." She said pointing out an important fact, "There's not going to be a lot of time to train her conventionally."

"Then train Miss Kinney unconventionally." The man said not backing down from his position, "Use whatever methods will get the best results."

"Why are you so insistent that she remain a member of my unit?" she asked growing suspicious of the man's motives.

"Why are you so opposed?" the man asked to counter her question with another.

"The missions we will be sent on will be both important and dangerous. Not to mention…ethically questionable." She replied figuring if she gave a little the man would as well, "Alexis Kinney is an unknown quantity. She might have potential but the war could prove to be too harsh a crucible for it to be realized. What if she breaks?"

"Very well. How about this as a compromise?" the man asked sounding like he was willing to try a different route, "Use the situation in Stalingrad as a testing ground. Give her a series of assignments, each successive one more difficult than the last, nothing that would compromise your mission objectives but enough to gain her measure as an operative. If she fails to get a passing grade I'll facilitate a transfer to another unit. If she passes then she becomes a permanent member of the Cobra Unit and each of you will take time to pass on some of your skills. Is this more agreeable?"

"Yes." She replied finding the compromise acceptable, "I won't give her any leeway. She either passes or she fails."

"I wouldn't expect anything less from you." The man said with respect in his tone.

"What's our first mission?" she asked moving on to what she considered a more important matter.

"Based on intelligence gathered thus far the Stavka believe that the Germans will be weakened by the harsh Soviet winter. It's then that they're planning on going on the offensive." The man replied letting the previous topic slide, "Our analysts agree with this but to make sure the Russian counter-offensive succeeds your Cobra Unit will be tasked with undermining German munitions and supply posts around the city. The Nazis are already stretched thin in terms of manpower and requests for aid from Berlin have gone unanswered. Weakening them further will increase the odds of the Russians counter-offensive succeeding."

It was a sound plan.

Every soldier was at their best in the environment they'd grown up in because they knew of its dangers as well as how it could be used to their advantage. However put them in a drastically different environment and their prowess on the battlefield was halved unless they were very good at adapting to new situations. Given what she knew she doubted that any German had actually taken the time to learn the particulars of the Russian climate in person. At best they consulted whatever books and maps they could get their hands on. When winter really settled in on Stalingrad the Germans would likely underestimate what they would need in terms of clothing, maintenance equipment and proper shelter. The Russians on the other hand would know all too well what to expect and be better prepared for it even if supplies from Moscow were sporadic in their arrival.

If her Cobra Unit made things even harder on the Germans then a Soviet victory would be all but certain.

 _Still…I'll have to make sure our strikes are subtle._ She thought as plans began to form in her mind, _It is the top mandate of the unit that no evidence of its existence be permitted. If we attack the Germans too hard those with the clearance will suspect the truth even if it's only passing speculation._

The people giving her orders, the successors to the original Philosophers, wouldn't like that one bit and would make their displeasure known to her in some way.

"Understood. Any other mission criteria I should be aware of?" she asked knowing that those that gave orders often wanted them to carried out in specific ways.

"None that you haven't already thought of. No witnesses, no evidence and given the importance of the mission failure is not an option." The man replied with firm authority, "The same will be the case for every subsequent mission until the conclusion of the war."

No witnesses.

That meant that if any Russians or any other Ally nation citizen saw them in action their mandate would leave them with no choice but to eliminate them. It wouldn't matter if the citizen had aided them in some crucial manner or might've seen nothing potentially useful to anyone who questioned them. If there was even a sliver of a chance that information on the Cobra Unit could get out every member of the team would be under orders to kill the person suspected of possessing the information.

She found this distasteful but at the same time she understood the reason for it.

A secret weapon only remained effective until it ceased to be a secret.

If information about the Cobra Unit reached the Axis Powers they would begin devising and implementing countermeasures that could prove quite effective. This in turn would prolong the war in complete opposition to the purpose of her team to shorten the duration of the war by striking at enemy targets like a team of grim reapers.

Invisible killers that only became visible to their prey moments before taking their life.

If keeping their existence a secret required the deaths of a handful of people so that they could go on to save thousands more…then that was the cost of war.

"Understood. Joy over and out." She said before turning off the radio and removing the accessory intended to keep others from listening in.

Putting the device into a pouch on her waist and left the radio room to brief her unit on their mission.

While the Soviet commander in charge of the location they'd regrouped in hadn't been thrilled at being told to vacate his communications tent or be made to stay twenty feet away at all times her impeccable ability to speak his language and her credentials made him comply. As far as the officer was concerned the Cobra Unit was a special operations team contributed by the United States and currently under the command of the KGB. Fortunately it was a universal fact that the military didn't like spooks and it didn't matter what country either side was from. American soldiers didn't like the CIA and Russian soldiers didn't like the KGB. At the same time though soldiers knew who had the superior authority and resources as well as the reduced ethical issues to make trouble for them if they became too big of a problem. It gave her and her unit the leeway they needed to take what they needed without anyone else getting too curious and they'd likely be forgotten soon after they left.

Looking ahead of her she saw her unit and imagined what sort of future awaited them.

The Fear, The Fury, The Pain, The End, The Sorrow and The Joy.

 _Come to think of it Miss Kinney needs a codename as well._ She thought as her team noticed her approach, _I will need to watch her until something inspires me._

Assuming of course that Miss Kinney passed her tests and proved that she would not be a liability to the unit.

It all hinged on that.

 _ **The Outer Edge of Stalingrad**_

 _ **Xander's POV**_

 _At least they had an outfit in my size._ He thought looking down at the military uniform that'd been acquired for him, _Hopefully it'll last longer than my last set of clothes._

Seeing a flash of light pass over his head he shoved thoughts of fashion aside and pulled the Welrod Mark Two pistol from its holster. Ideally The Joy said she'd prefer it if the mission was completed without any sign that he'd been there aside from the desired results but if some Nazi's needed to be eliminated in order for the goals to be accomplished then he had authorization. Taking a deep breath and immersing himself in the military training bouncing around inside his head he then began to creep in the shadows towards the Hungarian Second Army's main guard post. The others would be infiltrating more heavily guarded locations around the perimeter of Stalingrad but this was to be his first test to see if he could run with the rest of the Cobras. He'd been a bit surprised when The Joy had told him but then conceded it made sense that she'd want to know what he was capable of handling. The others probably had credentials three pages long to speak for them but he had literally nothing since all he'd had when he'd arrived here were the clothes on his back.

Now he didn't even have those.

 _Time to NOT make an impression._ He thought as he let his senses guide him through the guard post's defenses.

He'd already managed to make it past the minefield the Hungarians had set up on the Stalingrad side of their offensive line but now he had other things to worry about. There'd be patrols, searchlights and possibly a sniper or two on the lookout from their nests on or near the high points in the area. They'd have a tough time seeing anything given the distinct lack of sunlight but they'd probably been trained on what to look for in terms of shadowy movements. Still as long as he kept his distance from the beams coming from the spotlights his odds of getting by without being spotted were pretty good.

As he got closer to the guard post he began to hear the Hungarian soldiers speaking and much to his not surprise he could understand them just as he'd been able to understand the Russians. He was seriously beginning to wonder just how many languages had gotten crammed into his head thanks to his 'partnership' with Laura. Not that he didn't like being able to understand the people he was encountering but it was still a little unsettling to suddenly know something you didn't recall learning. Apparently the latest request for reinforcement and resupply had been rejected leaving the men allied with the Germans to make due with what they had. It was good news for the Soviets and the Cobra Unit but not so much for those who'd stupidly decided to ally themselves with Adolph Hitler's little band of genocidal maniacs. Bringing his focus up a notch he listened extra carefully while also making an active effort to decipher the scents his nose was taking in. Step by step he navigated his way around the enemy soldiers, sometimes being forced to remain perfectly still in hiding until it was safe, but seeing as how the alarm hadn't been raised he hadn't been spotted yet.

 _Well here's the food supply tent._ He thought as he swiftly crossed the small gap between a Hungarian truck and the tent, _Time to get to work._

Reaching for a metal container on his belt he opened it to reveal a mostly padded interior along with a syringe loaded to capacity with a fluid. Taking out the syringe he carefully began to move around to each crate and container to deposit some of its contents inside. What were the contents? A concentrated and highly virulent variation of Tuberculosis that once introduced into the body of a human being would produce the symptoms in half the time the normal strain would. Even if the Hungarian soldiers didn't consume the infected food immediately the virus would remain viable until they did. Humans couldn't survive without food for longer than three weeks and that was assuming they kept their activity to a minimum. For the Hungarian soldiers they wouldn't purposefully starve themselves. At best they might try to stretch out their food supply for as long as possible in order to make sure they survived until the next shipment arrived. As a result they'd become infected and once the symptoms began to manifest themselves their ability to fight the Soviets would decrease significantly.

 _With the rest of the unit sabotaging the other camps like this I give Hitler's boys a month, maybe two, before they can barely keep the ground they've got._ He thought even as he made sure to keep an eye out for Hungarian soldiers, _The Soviets won't have much trouble taking them down then._

It took a little under five minutes before the last bit of food got the final drops of the virus but when it did he began his exfiltration from the guard post. He didn't let his guard down though using all the senses he could make sense of to keep tabs on everyone within their range so that he wouldn't be spotted. It was hard on the nerves knowing that one slip up and he'd have to fight his way through every Hungarian soldier at the guard post in order to exit the area. He was also fairly certain that if that happened The Joy would consider it a failure on his part since the unit operatives were forbidden from leaving any trace of their existence whether it was witnesses or physical signs of their presence.

Dead bodies, damage to the guard post itself and other signs of battle definitely counted as traces of his existence.

It took him ten minutes to get clear of the guard post and when he confirmed that there were no sounds of alarm or detection coming from the men he'd left behind he oriented himself before heading off for the next target location. He had two more places to visit before he could head back to The Joy to say mission accomplished and two more syringes to empty into the food supplies of those places. Overall it was a tedious and tense assignment but it was the only viable option at the moment that held the least risk of exposing the existence of the Cobra Unit. If this were an action movie his job would be to take out the guard posts by killing everyone there and blowing everything capable of being blown up. Unfortunately that was too flashy and attention drawing making it the complete opposite of what the Cobra Unit had been ordered to do in terms of the M.O. He figured when they got a mission to take out a Nazi research facility or eliminate a weapons depot he'd get to see some fireworks and have a lot more freedom in how he could handle things.

He may understand stealth and have some skill in it but he much preferred the less stifling open combat…

…Even if it did mean he'd have to kill the people in the area rather than simply sneak around them.

He still felt a bit sick at the killing he'd have to do but was resigned to follow through with his commitment to the Cobra Unit. In his mind it was still the best option for getting through the war intact and then eventually slipping away from the various governments that would no doubt he THRILLED to have him sign on officially with one of them and only one of them. In fact he wouldn't be surprised if his teammates wound up covertly probing the possibility with him in conversations between missions to see how receptive he'd be. He'd have to stay on the fence when it came to that topic, make it seem like he wanted to wait until after the war to set down any roots, and hope he could slip away before being confronted for a final answer. He'd been present during enough dealings with the various government representatives during the reconstruction of the Council to know what they were like. They'd haggle you to get the best deal for THEM that they could get and then try to pull off some scams under the radar to get even more. The Old Council managed to keep the various governments on their side with their similar 'tastes' and a generous amount of 'gifts'. He'd always thought that the Old Council had spent the money that should've gone towards supporting the Slayers on themselves but as he'd later found out that support money had gone to the governments of the world.

Needless to say neither Giles or Buffy had been willing to follow the same path but they'd still needed a way to keep the other nations 'friendly'.

So they'd threatened to pull Council aid from those nations who refused to sign the new magically binding treaty.

Giles had been the one to drop the ultimatum since none of the others thought they'd be convincing enough to the representatives to make the bluff work. The reps had countered saying that they had their own anti-supernatural forces and that the Council's aid wouldn't be missed. Giles of course had stated that while it was true that every major country had a division whose sole purpose was to combat the supernatural they'd only been around as long as the countries had. The Watchers Council on the other hand had been around for millennia in one form or another and had the ancient knowledge to prove it. While The First Evil's assault had damaged the holdings of the Old Council the new one under Giles and Buffy still retained the lion's share of the assets. As such they could do a far better job handling the demons and the dark mages that threatened each country. The Reps had then tried to call the bluff by saying that if their countries went down the world would go with them. Giles had chuckled and pointed out that not every nation would be so reluctant to sign the new treaty. Many of those that did had their own nuclear arsenals and while a nuke wouldn't kill every demon it'd kill most of them while at the same time eliminating any opposition that would obstruct the clean up teams afterwards.

Amazing what the threat of being bombed out of existence can do to change the minds of arrogant assholes.

All the reps signed the treaty, some VERY reluctantly, and so Giles was able to leave to focus on more important matters.

 _I refuse to be some nation's assassin!_ He thought with resolve stronger than the metal coating his claws, _I'm my own boss and I refuse to fight for anything I don't believe in._

He might no longer be the teenager he once was but he still chose to fight according to his heart's will.

 _ **The Russian Resistance Base Camp**_

 _ **The Joy's POV**_

"So how did she do?" she asked The Fear once she was sure that they wouldn't be overheard.

"She did well. Almost TOO well." The Fear replied sounding like he suspected something.

"What do you mean?" she asked willing to give her subordinate some leeway to air out his concerns.

"Her infiltration of the enemy guard posts and administering of the virus was too smooth. Smoothness like that only happens through repetition. Experience." He replied sounding serious with his tone, "Are you sure she's not a government operative from one of an Allied nations?"

"I was not given any information on Miss Kinney or even informed she existed. I saw her for the first time at the same time you did." She replied after a minute of consideration, "If she is a government operative then her arrival here in Stalingrad couldn't have been a coincidence. Someone must've known the unit would be assembling here or at least expected that our 'benefactors' would send someone here."

"Should we question her?" he asked implying that he didn't like a spy being in their midst.

"Not yet. Her reactions and her behavior aren't as polished as one would expect from a fully trained and experienced agent. It's possible she doesn't know anything on a conscious level." She replied with a slight negative shake of her head, "Either that or she's a VERY good actress but I'm more inclined to think it's the former possibility."

"We'll need to be wary of her then." He said looking like he was mentally making plans, "Wait for signs of any hidden conditioning coming to the surface and then eliminate her if she becomes a threat."

"Yes…or we attempt to undo her conditioning and truly make her one of us." She said as she considered a more ambitious possibility, "The only thing more beneficial than eliminating an enemy's weapon is making it your own. If we can free her then her gratitude will make her loyalty to the unit unbreakable."

"Ambitious. I'm in." he said with an approving smile, "I'm sure the others will agree to help you as well."

"I hope you're right." She said as she looked away, "Now go. Rest. I'm sure we'll have another mission soon enough."

With a nod The Fear left her to think in her tent and consider the future.

While she would have to see for herself if he was right concerning Miss Kinney's smoothness of action for the time being she'd take it at face value. Unlike the others she knew about the unseen cabal of powerful men and women that existed in the three major nations of the world. While the current roster of The Philosophers wasn't anything like the founding members they still liked to play at being the puppeteers behind the curtain manipulating everything. She had little doubt that during the course of the war they'd be ordered to performed tasks that wouldn't benefit the Allies but rather the Philosophers themselves. Any cutting edge or experimental advancements developed by either side of the war that attracted their interest would be squirreled away for later use with any evidence that they even existed being eliminated. It sickened her how an organization originally formed to steer world history away from needless warfare now only cared about controlling the world for their own personal gain. Indeed it was looking more and more like the three nations and their respective 'Philosophers' would be going their separate ways after the war.

Arrogantly believing that only THEY deserved to wield the massive fortune that her father and his allies had created for benevolent reasons.

While no faction, no nation, had directly declared their intent to betray the others in order to take everything for themselves Miss Alexis Kinney could very well be the opening move in such an operation. Her regenerative abilities alone would give her a large advantage over the rest of the Cobra Unit and if her combat capabilities were as formidable as her infiltration abilities then she could be a serious threat.

Keeping a close watch on her would indeed be necessary until her true purpose and intentions became known.

If there was a chance that Kinney could be turned, convinced to turn her back on her superiors, then she would take it.

However if the dark haired young woman couldn't be swayed she would handle the elimination herself.

Shaking her head to rid herself of such thoughts she turned her mind towards the war as a whole and speculated about where her unit would be sent next. With the various guard posts and installations surrounding Stalingrad now tainted with poisons and viruses in less than two weeks the soldiers of the Axis powers would be in poor condition. Too poor to fight very well against the coming Soviet counter offensive. Would they be tasked with further weakening the Axis forces in the area? Or would they be ordered to leave the area for other important areas in the war?

Unknown.

From a soldier's point of view it wasn't her job to guess at the future orders but simply to carry them out when she received them. As her instructor had told her a soldier's only concern was the mission and carrying it out. Anything else, from politics to personal feelings, had no place in a soldier's world. She respected her mentor and saw the reason in his words but still couldn't quite perfectly apply his mindset. She supposed that that came from the fact that it'd only been recently that she'd gotten real field experience rather than the controlled environment of the training camp. She'd been a little startled in the opening minutes of her first real fight but had adapted quickly enough and fine tuned her own actions to suit the conditions of the battlefield. She hadn't faced everything yet so she was sure that there'd be some more changes to be made but for the moment she was confident she knew just how far she could push herself.

As for how far she'd be able to push her unit in the field…she'd have to finish her in person evaluations before she could define that limit.

She'd already seen The Fear and The Pain in action well enough that she had a pretty good idea where to put them in various situations. As for The Fury, The End and The Sorrow she could only say that they didn't appear to be dead weight in the making. The End was their sniper and from what she could see was old enough to be her great grandfather and didn't look like he could move quicker than a turtle. However with the position of sniper he wouldn't need to move swiftly and so long as he could get out of a nest once it'd been compromised she wouldn't take action to have him removed. Plus if the rumors about him were true she couldn't ask for a better sharpshooter. As for The Fury he was the unit's fire trooper in charge of flushing out enemies from their hiding places and handling large numbers swiftly.

As for The Sorrow the file she'd been given stated that he was a medium that could communicate with the dead. This could provide them with advance knowledge of enemy position and make tracking down targets easier than it'd be if they just did it the traditional way. She wouldn't rely on it though. Only a fool became reliant on any one tool or weapon. Versatility, adaptability and a mind sharp enough to take the battlefield as it was rather than as they wished it to be was what made an average soldier a good soldier.

 _Besides if Miss Kinney's senses are as good as I think they are then she'll be a suitable alternative to The Sorrow's gifts._ She thought with contemplation, _Assuming of course she isn't an enemy agent of some sort._

A large part of her didn't think the girl was but her duties as leader of the Cobra Unit insisted that she consider the possibility and seek out evidence to either prove it to be true or disprove it as a lie. There was too much on the line for her to simply listen to her instincts and make her decisions based on them.

Still she hoped that Alexis proved to be precisely what she appeared to be: a strange but good teenage girl with unusual abilities that potentially could make her a great soldier.

On a team of only men it'd be nice to have another girl around.

 _ **A German Facility a Short Distance from Stalingrad**_

 _ **Doctor Kraus' POV**_

"This is UNACCEPTABLE!" Herr Herrmann yelled before taking out his sidearm and shooting the young lieutenant who'd brought him the latest report from the forces assaulting Stalingrad, "The Fuhrer has made it clear that he wishes Stalingrad taken and will not tolerate failure! You assured me that the Nachtkrapp would cut down the Soviet dogs like grain before the Reaper's scythe! This is something I have yet to see."

"My creations are still a work in progress Herr Herrmann." He said trying to make the military officer understand, "It was you that insisted they be deployed before I had solved their shortcomings. Still…Adela and Aldo have fully recovered from their encounter with the unknowns in Stalingrad. I have even been able to recalibrate their enhancements so they will be able to remain in the field longer."

This seemed to calm the officer noticeably but there was still fury in his eyes and traces of it on his face.

"Good. And the others?" Hermann asked sounding like the answer would determine what happened to the rest of the fury.

"Since you allowed them to remain here rather than deploying them into the field I have finished the last of their enhancements." He replied as he looked over to the room that housed the remaining members of the Nachtkrapp, "They will still require some recovery time. At least a day."

"They have twelve hours Herr Doctor." Herrmann stated with absolute finality in his tone, "After twelve hours they are to deploy and reinforce the Eleventh Corps on the northern flank with Adela and Aldo in command. They are not to stop until EVERY Soviet soldier has been killed."

"But Herr Herrmann! With so short a recovery time…I cannot guarantee that complications will not develop!" he protested as his medical mind began producing numerous negative possibilities.

"There had better not be any 'complications' Doctor Kraus or else I shall make sure one befalls you soon after." Herr Herrmann warned with deadly intent, "A complication most…PAINFUL. Understand?"

"Yes…I understand." He replied knowing full well what happened to those of insufficient rank who failed to live up to their commanding officer's expectations.

With a sharp nod Herr Herrmann left the room with his men taking up their usual guard positions in order to 'keep him safe'. He knew the real reason they were there was to spy on him for their commander and keep him apprised of the progress being made. He had little doubt that should the order be given they would 'sanitize' the entire structure ensuring that only they would be leaving the area alive. They would likely also do whatever they needed to do in order to ensure that the Soviets did not capture him or any of the 'research material'. Whether that meant relocating all of it to a more secure place or destroying utterly every piece present he did not know.

Likely it would be whatever proved most expedient and least troublesome for the soldiers.

After all while there were a few decent minds in the Third Reich the majority of them were merely strong backs on which to build the future empire.

Sighing at having to work with people who didn't understand the delicacy and precision required in his line of work he turned and began to walk to where his creations were undergoing final preparations.

Of all the scientists that Hitler had charged with creating the perfect super soldier he had been the only one to produce viable prototypes that could be deployed…even if it was only for a limited time at the moment. He'd gotten the idea for the process from reports he'd received on the Soviet soldier known as 'Thunderbolt' but sadly his early efforts to create soldiers capable of matching electrical output ended in failure. In every case the subjects wound up burning themselves out and expiring just as they approached the infamous man's maximum output. He worked diligently to overcome the problem but when he suspected harsh repercussions if he didn't produce positive results he decided on another tactic. Instead of making a single soldier capable of matching Volgin he would produce a unit that when working in concert could match the man's power if not possibly surpass the sadist. He'd even found a way to utilize it in ways that no artificial source could match.

In Adela he made it so that with the turning of a dial on the back of her neck she could accelerate the rate which bioelectric signals could be sent to every part of the body. It allowed for superhuman reflexes and with a slight boost increased speed as well rendering the woman superior to any normal soldier. When used in conjunction with a specially prepared blade the weapon became capable of blocking and in some cases repelling any object possessing metal that had a strong enough reaction to electromagnetic fields. If the dial was turned that much further Adela's natural output of bioelectricity could be pushed even further making her impossible to touch and allowing for limited short range electrical discharges. The reason he had called her a work in progress to Herr Herrmannn was because regardless of the setting so long as she used her enhancements she was gradually wearing down her nervous system. Naturally the second setting would make it happen much sooner than the first but that didn't get rid of the overall flaw. He was certain that if he'd been given a bit more time, a year or two, uninterrupted in the lab back in Berlin he would be able to make the enhancements perfectly safe to the subject.

Sadly those in the military were not the most patient of people when it came to the pleas of the scientific community.

As for Aldo his enhancements worked on similar levels albeit differently.

For him the increased bioelectric output was stored outside the body in special storage cells strapped to the man's back numbering eight in total. Once even a single cell was fully charged it could then be channeled to Aldo's main weapon, the electromagnetic cannon, which was capable of firing a metal projectile that was highly susceptible to electromagnetic fields. At most the projectiles were recorded as travelling at an average of just under Mach three point five but this was easily capable of allowing them to penetrate all but the toughest of metal armor. However it limited his shots to eight before he would need to rest in order to recharge them. He had done the best he could to minimize the recharge time it still took Aldo at least fifteen minutes to fully charge one storage cell so in order to recharge all eight…roughly two hours in total.

Not the amount of time the Nazi officers would find acceptable for taking Aldo off the battlefield.

Entering the room containing Aldo and Adela along with the remaining five members of their unit he was gratified to see that none of them appeared to be unwell or suffering from any unforeseen complications caused by their enhancements. All of them looked to him from their beds and he could tell from the looks on their faces that they'd heard every word of his 'discussion' with Herr Herrmann but like true Germans were not going to complain. He had already repaired Aldo's weapon and administered what medical care he was capable of to the wounds he'd received from the unknown girl he'd fought. There was still some minor quivering in Adela's limbs as a result of the use of her enhancements but when she saw him looking her willpower caused the trembling to cease.

"I trust you all heard Herr Herrmann's orders?" he asked as he closed the door behind him.

"Indeed we did Doctor Kraus. Worry not." Aldo replied with a look of conviction on his face, "Well will be ready to sortie in twelve hours without fail."

"And we will show those Soviet swine the cost of doing battle with the Nachtkrapp." Adela boasted sounding quite confident that they would return victorious.

"Do not grow careless Adela." He warned as politely as he could manage, "Remember that while I have made you and Aldo more than ordinary human beings you still possess weaknesses that the enemy could exploit if you allow it. It is your task to run interference for Aldo during the time he needs to recharge his storage cells just as it is his task to eliminate those with the power to overwhelm your speed. Just as it is the task of the Feathers to strike down the riff raff so that you may focus on the truly important targets."

"I will remember Doctor." Adela said though he detected a hint of annoyance in her statement.

"And I will be sure to remind her should she forget." Aldo said with a slightly chiding tone of voice, "Through your genius we have been given the privilege to fight for the Reich like no others can. We will NOT fail you. We will NOT fail the Reich!"

"Your words reassure me Aldo." He said with a grateful smile on his face, "Now rest and take the supplements as I instructed. The time to turn the Soviet's counter offensive into their terrible defeat will come soon enough."

A nod was all he received but in retrospect it was all that was needed really.

He made the rounds with the Feathers to ensure that their enhancements were truly being accepted rather than rejected and once he was satisfied he left for the improvised laboratory the soldiers had assembled for him. It was nowhere near as complete as the one back in Berlin but he'd learned to make do rather than request more from Herr Herrmann. He'd either be ignored by the man or lectured about how grateful he should be for what he'd been given thus far rather than be selfish and ask for more. Add in the odd comment about how the Reich's resources were needed on other fronts and…well…it was just too much bother to ask for something he'd never receive.

 _At least it is sufficient to allow me to tend to my creations for the time being._ He thought as he went over to see how the latest tests had turned out.

Granted if something serious were to occur with any of them then at best he might be able to slow their deterioration until they were back in Berlin. Even if Aldo and the others didn't survive the degradation enough of their bodies would so that he could analyze what went wrong and make the needed changes in the next batch of subjects. Science was after all a process of trial an error, theorizing and then working to either confirm it or go back to the drawing board, so in a way no failure was without value.

Too bad those in power amongst the members of the Third Reich failed to realize this.

For them a failure was something to be despised for it would forever stain the reputation of the one who'd been unable to accomplish the task before them. Failures were also all too often made examples of in order to motivate those still working to do better. Unfortunately for them fear had a greater tendency to increase the frequency of mistakes rather than reduce them because afraid people were more concerned with their own survival than making sure they got their facts right the first time.

 _Still with any luck their performance will prove adequate enough to get me back to Berlin and have my funding increased._ He thought as he focused his mind on his work, _Then I can truly devote my work to something more worthwhile than war._

Indeed.

Was there nothing so foolish as man making war upon itself? It was ultimately pointless and it achieved little that could not be done during peacetime as well and on a far more civil level.

Why was it that no one understood this?

 _ **The Russian Resistance Base Camp**_

 _ **Xander's POV**_

"You're pretty good." The Boss said after the latest exchange of blows in their little sparring match, "But your moves aren't quite yours are they?"

Damn.

He'd been hoping that she wouldn't catch onto that but he supposed it was inevitable. Even with all the meditation he'd been doing to try to integrate Laura's skills into his conscious mind it still wasn't smooth enough to make it past the eagle eye of a seasoned veteran. That wasn't to say that he hadn't made any progress since he'd like to think he'd gotten far enough in getting the hang of X-23's efficient fighting style. His movements had less unnecessary steps to them and he was improving with his ability to read The Joy's body language in order to anticipate her next movie. Not that that was too difficult considering that at only a few years older than the body he was now in she was quite the hottie. Not that her current uniform, a standard American one with a little customization, exactly flattered her figure but then again things were still pretty prudish in the forties.

Still it helped keep him from getting distracted that the leader of the Cobra Unit wasn't wearing something from either Buffy or Cordies high school closets.

"Not completely." He admitted figuring that a little truth and a little lie would be best, "I learned some of it from my sister Laura. Some she taught me, some I just tried to copy, but I'm not at her level. It's probably going to take me years before I can call myself her equal."

"You'll have to introduce me sometime." The Joy said sounding intrigued, "I'd be interested in finding out what a fight with her would be like."

"I would but she went missing a little while before I wound up here." He replied being somewhat truthful with his words, "She did that from time to time, all through school, and no one could get the details out of her when she got back."

"I'm sorry to hear that." The Joy said sounding genuinely disappointed.

It looked like the blonde woman would've said more if she hadn't been interrupted by the sound of increased activity in the camp that the unit was calling home. Immediately she and The Joy stopped fighting choosing to instead look about to see what was going on because if the number of people moving about was any indicator it was BIG.

The Sorrow arrived moments later with the rest of the unit and the look on his face did not imply good tidings.

"The northern flank forces are under attack and are being pushed back." The Sorrow said with an odd calmness.

"How?" he asked sounding a little confused at the news.

Last he'd heard the Soviet forces were making good progress in their counter offensive and given enough time would manage to completely defeat the Axis forces. He'd even overheard some of the Soviet officers saying that they'd intercepted German communiqués that stated the forces assaulting Stalingrad would not be receiving reinforcements anytime soon.

"It's the two German super soldiers you encountered and they brought friends." The Sorrow replied with the needed grimness, "Five more to be precise. They don't appear to be as powerful as Adela and Aldo but they're proving to be effective at generating interference for them."

"How'd you learn all that?" he asked thinking that news had to just be coming in about how the fight was going.

"Some people when they die don't realize that they're dead right away. They keep behaving and moving as they did when they were alive." The Sorrow replied looking towards the northern front, "Some of the Soviet soldiers who died fighting these Nachtkrapp came here to report what they'd seen. While their still living allies could not hear them I can."

It wasn't that he didn't believe the man was a medium or that he could talk to dead people, he'd seen enough people capable of that in his life, but he hadn't seen conclusive proof from The Sorrow yet. What he'd revealed right now could just as easily have come from hanging around the communications tent or the first group of wounded being brought back from the northern front. Still how they got the information wasn't nearly as important as the info itself.

"We've got to go." He said as he began to move to put on his gear, "The Soviets won't stand a chance against that terrible twosome and their flock by themselves."

"No." The Joy said making it clear she wouldn't condone such action, "Our mandate makes it clear that NO ONE is to know we exist or anything about our missions. Helping the Russians on the northern front would require that we eliminate any who saw us along with the Nachtkrapp."

"I KNOW but you saw how good Adela and Aldo were." He said half turning towards the leader of the Cobra Unit, "How many Soviet soldiers do you think they're going to kill before someone manages to bring them down? A helluva lot more than if we go now. Besides we don't have to take center stage to help them. If we can get The End to the right sniping spot and The Pain distracts them with his bees it could be enough to bring them down."

"The Pain's bees aren't endless. They can run out just as easily as bullets." The Joy pointed out not budging from her position, "We also don't know enough about their clothes to know how bullet resistant they are. The End's shots might not make it through."

"Neither of them were wearing helmets when I fought them. As long as the old man's good enough to shoot'em there it'll work out." He countered unwilling to give up on his desired course of action.

"What if they are wearing helmets this time?" The Joy asked crossing her arms across her chest.

"Then we see if gramps is a good enough shot to put one through their eyes." He replied showing his resolve on his feminine face.

He waited for her to say something else, to find some other flaw he could shoot down, but she didn't. She merely looked at him with a face that clearly said 'we are NOT leaving this camp' and no doubt hoped that her sheer authority would be enough to keep him from taking action.

If the woman only knew how many times he'd defied women wearing the exact same expression she would've tried for something a LOT more effective.

"Fine. I'll go alone." He said as he reached the halfway point in gearing up, "I wasn't an official part of the Cobra Unit anyway."

"And you honestly think we won't stop you?" The Joy asked with a raised eyebrow of challenge.

"I HONESTLY would like to see you all try." He replied as he let one set of claws pop from his right fist.

He didn't really think he'd go as far as slicing up the members of the Cobra Unit just for this but it was a contest of wills meaning he had to show that his was stronger.

"Miss Kinney, while rash, is right." The Sorrow said causing The Joy to turn to him with a modicum of surprise, "Russian intelligence has heard nothing of these German super soldiers before. If they are prototypes then this is their proving ground. Success here will likely mean an army of them will be created. This cannot be allowed."

"So you think that if we defeat them here and now Germany will abandon their little experiment?" The Joy asked sounding like she'd take his words a bit more seriously.

"At the very least they'll be forced to return to formula in order to find out what they did wrong." The Sorrow replied not giving a lot of what he was feeling away, "Something that could take months if not years. Time enough for the Allies to devise a countermeasure other than us."

After hearing these words The Joy entered a period of consideration, her eyes open but not seeing the world around her, and he hoped it didn't take her long to reach a decision. As it turned out it only took ten minutes for the leader of the Cobra Unit to reach a decision and once it was made it would take much to sway her from it.

"Very well. You've both made your points." The Joy said sounding very much like a commander of soldiers, "However we will do this my way. No discussion."

While he didn't like the whole no discussion bit he decided he'd play along for the time being since if he didn't like it he could split.

"Only myself and Miss Kinney will expose ourselves to the German and Russian troops on the northern front. The remaining members of the Cobra Unit will remain at a distance providing long-range support ONLY." The Joy stated in a no nonsense tone of voice, "AND we will only fight until the Nachtkrapp have been eliminated as a threat. Once that's done we will leave the Nazis to the Soviet forces to resolve the conflict. Acceptable?"

"Yeah. Assuming the Nazis let us leave after we take down their heavy hitters that is." He replied with a nod of his head, "With it being just the two of us they might think their chances of killing us off is pretty good."

"Then we'll just have to prove otherwise." The Joy said with a feral and challenging smile, "Won't we?"

For the first time in a long while he remembered what it was like between Buffy and Faith.

The memory made him smile.

The memory made him nod.

 _ **Arriving at the Northern Front**_

 _ **The Joy's POV**_

Using a commandeered Soviet jeep they were able to make it to the northern front quickly enough but when they arrived she felt justified in her decision to act without orders on the matter.

Based on what she could see the Soviet forces were trying to put up a solid defense to stop the Nazi advance but every time it looked like it might coalesce the Nachtkrapp shattered it. It didn't matter if the defense was composed of tanks or men they both met the same fate at the hands of the prototype super soldiers. If they continued to act unopposed it would not be a stretch to say that Stalingrad would fall to German control inside of a week. That could not be permitted. If she'd allowed that to happen just because she hadn't been given a precise order from THEM it would be a failure of terrible proportions.

"You all know your roles." She said looking over her shoulder to the rest of her unit, "Let's get this done."

With that she advanced towards the Nachtkrapp and as she did so she evaluated how they reacted to the weapons the Soviets were using against them. From what she could see they did not shy away from bullets as one would if they had no protection but neither did they march with impunity towards the Soviets. Evasion, use of cover and teamwork implied that while glancing shots were permissible direct hits were to be avoided. Explosives were avoided all together with each black clad super solider making sure that they were clear of the blast radius of both grenades as well mortars. One might think that this would be their Achilles heel but that weakness was negated by the speed as well as the agility of the Nachtkrapp. If the super soldiers were limited to the prowess of ordinary humans it would be no problem but the killers of Soviets had speed as well as strength that surpassed normal men and women. While it was clear to her that Adela and Aldo were superior to their teammates in terms of what their bodies could do that did not mean the lesser super humans were easy to hit.

In terms of weaponry it was clear that Aldo was the tank of the team sticking to the rear of their group and sending fire to wherever it could do the most damage.

Adela on the other hand was her team's spearhead plunging headfirst into the Soviet defenses leaving dead bodies in her wake but there was a method to such recklessness. Her hunch was proven true a moment later when the woman veered towards one of the higher ranking Soviet soldiers who was attempting to rally his men. The woman was targeting anyone with command authority while adding to her body count as a side benefit.

As for the five subordinates their weapons were modeled after submachine guns but looked to fire projectiles similar to Aldo since according to her eye they were shaped like black feathers. Their speed and agility were at best half what Adela's was but they used their numbers as well as some acrobatics to confuse their opponents. In the end the Soviet soldiers opposing them simply began to spray bullets over the general area their targets were located no doubt in an effort to get a lucky hit. A waste of ammunition and perhaps that was the point. Slay who they could while making sure that the Soviets wasted resources trying to hit something moving too fast for that to be possible.

As for the normal Nazi soldiers they stayed behind their superhuman team but they still took advantage of any openings the Nachtkrapp created to increase the level of damage done to their enemies. With the Soviets unable to mount a sustained defense against them she imagined that it must feel like shooting gallery to the Nazis where they could pick targets at their leisure.

 _Time to show them that the monsters their Reich has created aren't as invincible as they think._ She thought as she finally reached the center of the conflict.

With Miss Kinney following closely behind she started things off by targeting Aldo since without his heavy artillery the Soviets would have an easier time presenting a unified defense. Firing off successive rounds from her submachine gun she watched as the German man jerked to the side with the impact of the bullets. However she knew what came next so without hesitation she dove behind cover only to crawl along behind it as quickly as she could in order to clear the impact radius of the counterattack Aldo would send her way. Her prediction came true when thunderous impacts tore through the brick wall she'd dove behind. As soon as she was certain that her target had consciously come to the decision that his shots had hit their target she peeked over the top of her cover. She waited for the man to look away from the direction in which she was located before she once again rose above her cover to fire upon him.

Too bad while she'd been focusing on Aldo his lesser comrades had chosen to advance in her direction.

Before she could pull the trigger on the man she was forced by honed survival instincts to adjust her aim to threats in closer proximity to herself. While the lesser super humans being closer to her meant the odds of her missing went down the same could be said for them so while she fired in short bursts to discourage their approach she also chose to close the gap between them even further. When facing opponents with a superior number of firearms the key to victory wasn't giving them room to use them but rather to do what you could to make it impossible to use those firearms.

One way was to get so close that the chance of friendly fire would make them hesitate and where it was possible to physically change the direction their gun barrels were pointing. It was a risky move but that too worked in her favor since it inspired incredulity in her foes since few would actually advance towards danger. With mental recollection of the layout of the land between her and the lesser super soldiers she darted out from cover firing as she went mentally calculating when they'd return fire so there'd always be cover to obstruct the path of the projectiles. Near misses followed but fortunately the rigorous training she'd undergone in preparation for her role hadn't taken fair play into account so she wasn't being pushed quite past her limit just yet.

When she finally reached them that was when things got tense as she was forced to constantly maintain awareness of where her opponents were while at the same time calculating their aim and when they'd likely pull the trigger. Still it appeared that unit loyalty was alive and well amongst the Nachtkrapp since there was unmistakable hesitation in their actions as though they didn't want to accidently hit their comrades. However she knew it was only a matter of time before they did the obvious thing and attempt to put some distance between them and her. Once they did that she'd be seconds away from death by converging lines of fire. As a result she unsheathed her combat knife with one hand while wielding her submachine gun with the other in an effort to dispatch as many of the lesser super humans as possible. She made her movements random in appearance but beneath the surface there was a true strategy in the works that she believed her opponents would be too busy to pick up on.

Naturally the optimum move in this situation for her was to take out each of the super humans in as few moves as possible since time was not on her side. However she knew that they'd expect this so she chose instead to aim for disabling strikes disguised as glancing blows in an effort to reduce their movements to normal human levels. Once that was done killing them would be easy enough allowing her to reinforce Miss Kinney so that they could kill Aldo and Adela. It was a strategy that required a significant amount of skill to pull off but fortunately she had been trained to fight to that level and with a combination of time as well as experience surpass it. In the blink of an eye her actions became almost instinctual as her long years of combat training came to the forefront of her consciousness but every new wound she inflicted told her it was worth it. Thus it was only when she'd reduced the number of lesser super humans to two that the survivors managed to break free of her strategy to retreat as well as regroup with their commanding officers.

Using this moment to get behind cover she sheathed her combat knife and put a fresh magazine in her submachine gun. Seeing the old clip she could see that if the fight had gone on another thirty seconds it would've run dry leaving her in an unfavorable tactical position. Once the new clip was in she carefully brought her head above the cover she'd been hiding behind to survey the situation and decide on her next move. The first thing she saw was Miss Kinney dancing between Aldo and Adela showing a respectable amount of skill in dealing with them but it was clear that the most she could do was keep them busy.

BANG!

A shot from a sniper rifle forced Aldo to focus on protecting himself rather than what he'd intended to do a few moments before which was to use his large weapon to kill Miss Kinney. It became clear that The End intended to act as backup for the young woman preventing her opponents from dealing a fatal blow. Though considering the regenerative ability the girl had exhibited it would be difficult to determine what would constitute a lethal blow. By Miss Kinney's own admission she had been successfully struck by the weapon once before in the stomach and had managed to recover in short order. Therefore it was clear that something more serious, perhaps being cut completely in half, would be required to send the young woman to meet her maker.

The End had likely come to the same conclusion and was therefore preventing the opposition from lining up a more effective kill shot.

Seeing as how the two surviving lesser super humans were on their way back though she needed to move quickly to prevent that regrouping from happening or Kinney would be overwhelmed.

Bringing up her submachine gun she began to advance towards her fleeing former foes firing at them in bursts either to kill them or force them to engage her in the interests of survival. It wasn't easy with both the Soviet forces and the Nazis adding their own bullets to the mix with little care to ensure that she wasn't hit. More than once she was forced to duck behind cover and wait for a barrage to end before she could resume pursuit. As it was she only managed to dispatch one of the two remaining lesser super humans before the last one got into the mix with Aldo, Adela and Miss Kinney. To Alexis' credit she didn't hesitate to adapt her tactics to accommodate the extra participant but it did look to be more than she could handle. Whereas before the girl had managed to fight without being temporarily injured now flesh wounds were manifesting regularly sometimes hindering her movements for a second or two before the damage healed. If this continued defeat was highly likely especially since the openings for The End to shoot were reduced with another body added to the mix.

Quickening her pace she reached behind and pulled out a little something she'd made during the downtime between her first encounter with the super humans and the present. It was based on a theory she had that didn't have a lot of evidence to back it up but it was better than nothing. Maneuvering herself so that she'd come up on Adela on her blind spot she waited until Aldo voiced a warning before lunging forward with makeshift weapon aimed for a vital spot.

As she hoped the weapon found its mark creating a sizeable gash in the woman's neck just shy of nicking the artery.

When she'd been thinking about Alexis' first fight with the two super humans she'd tried to think about why the metal claw implants had succeeded in harming Aldo's weapon but not Adela's. Upon reviewing her memories the best theory she'd been able to come up with was that was that much like electromagnetism was behind Aldo's weaponry perhaps it also increased the durability of Adela's weapon. It might even produce a field that kept any metal implements from actually making contact with the sword with the one example being Miss Kinney's claws. If that was indeed the case then it was possible that more than just the woman's weapon was protected that way. As such she'd taken a suitable piece of wood and using her combat knife had sharpened it into a blade good enough to part flesh.

Judging from the blood that now coated it and Adela's reflexive attempt to keep what she had from pouring out she felt her theory was confirmed.

"ADELA!" Aldo bellowed seeing his partner in mortal danger.

His emotional outburst proved to be his undoing for it allowed Miss Kinney to duck under his defenses and ram her metal claws into the man's stomach. It was almost comical the look on the man's face as he realized his mistake but to his credit he quickly fought to keep death at bay even as he slammed his head into Kinney's causing her to back away.

"Do not think you have won! The Third Reich is not so feeble as that!" Aldo said even as he fought to keep his insides on the insides, "In death we will claim VICTORY!"

With that the man tore off his bird themed coat to reveal an armored torso composed of metal, cables and various dials. She imagined the dials were meant to allow the scientists in charge of Aldo's care to adjust whatever system allowed the man to fire his weapon. It was impressive to see especially the containers on the back because inside of most of them danced violent arcs of electricity. However when she saw Aldo's hand move a handle attached to the center of his chest armor her concern spiked as her mind discerned an inkling of what the super human intended to do. Immediately she brought her submachine gun up to shoot the German in the head in order to stop him but before she could get a shot off the man gripped the handle and PULLED.

This removed a rather technical looking piece of hardware and a hard yank severed whatever lingering connections the component might have had with Aldo.

It also apparently robbed the man of the last of his strength as he dropped to his knees less than five seconds later. Almost immediately she noticed a change in both the super soldier and the containers on the back of the torso armor. For the former she noticed a steady increase in spasms as well as black veins beginning to appear before black smoke began to rise up into the air. In the latter she saw the electricity containers grow rapidly in brightness and intensity. Given these signs it became all too obvious what was going on.

"Kinney! RETREAT!" she yelled even as she began to run as fast as she could away from Aldo, "He's going to blow!"

Hoping the girl had more sense than bravery she didn't look back to confirm that the newest member of the Cobra Unit was indeed getting some distance from Aldo. Looking ahead she could see that the Soviet soldiers had caught onto what was happening as they were breaking their defensive line to flee as well. Sadly Fate only decreed that they got a little over ten seconds of delay before the blast and it was instinct that had her dive behind cover at the last possible second. As it was that probably saved her in the end because with the blast came a storm of electrical energy that lashed out indiscriminately in every direction with Aldo likely as its epicenter. While her cover kept the energy from reaching her she could still feel the effects every time the electrical energy made contact with it. It made her wonder how much longer she'd be safe but it turned out she needn't have worried since a couple of seconds later the storm died off.

Nevertheless she waited a whole thirty seconds before rising up from behind her cover to assess the situation.

What she saw had her concerned about what the future could hold for the German's super soldier efforts. All that was left of Aldo was a burned and blackened husk with the area around him for almost a hundred yards utterly devastated. While the destructive effects were most concentrated within the first fifty yards that didn't mean the damage further out weren't just as impressive. It was enough to convince her that had she been a few steps closer her cover wouldn't have been enough to protect her. It certainly hadn't saved those Nazi and Soviet soldiers who'd been too close as she saw bodies in both uniforms in only marginally better condition than Aldo. Stone was shattered and in some cases it had an orange glow to it signifying intense heat. The vehicles and the metal weapons that had been within fifty yards of the blast were utterly destroyed leaving behind remains that she'd expect from intense electrical bombardment. It was a nasty piece of work but she was uncertain as to whether or not Aldo had simply removed some kind of regulator or had activated a self-destruct mechanism.

Either one would've fit the scenario.

"Uuuuuhhh…" came a groan signifying that someone was alive close by.

Curious more than anything she advanced towards the source but kept her submachine gun at the ready either to eliminate an enemy soldier or end an ally's suffering once and for all. Moving around the remains of an overturned military jeep she saw a sight that made her think of all the more graphic photographs she'd seen of soldiers too slow to evade a flamethrower's payload. Lying on the ground, barely alive from what she could tell, was a human with their clothes and most of their skin turned black with almost none of either in good enough condition to be recognized. She could only presume that whoever it was had suffered multiple direct hits from the electrical bombardment but not enough to kill the person instantly.

She was about to put a bullet through the victim's head to finally end it when something miraculous happened. The skin, indeed the entire body, began to heal itself at a rate she never thought was possible much less that she'd ever be able to witness up close. Bit by bit flesh knitted itself back together and skin either went from charred black back to a more healthy shade of pink or was replaced by new skin altogether with the dead bits shed like snakeskin. Before the process was halfway done the identity of the fallen person was revealed to her: Alexis Kinney!

 _She didn't escape the blast?_ She thought with a bit of confusion, _She should have easily been fast enough to clear the danger zone._

Indeed from what she'd seen of the young woman's abilities both Kinney's speed as well as her agility should have been enough to get to a safe distance and behind cover. As she watched the regeneration finish up the last few bits of healing she knew she'd have to find out why the girl hadn't been able to save herself. If it was simply due to an unforeseen environmental factor then it could be forgiven but if it was due to carelessness then it was a point of training that'd need to be worked on.

"Note to self: getting hit by lightning bolts HURTS!" Kinney said as she began to push herself up into a sitting position.

"A normal person would do a lot more than hurt if they'd been as hurt as you were a couple of minutes ago." She said as she began to look about for opportunistic Nazi soldier or anyone who might've seen Kinney's regeneration.

It'd definitely get mouths gabbing if word got around that there was a woman on the battlefield that could heal from serious wounds in seconds. THEY would consider this a violation of the 'leave no trace behind' mandate because even if the majority who heard the tale dismissed it as fantasy there would be some who would consider the possibility of it being fact. That would be unacceptable to THEM. Fortunately for her it looked like both sides had drastically mistaken what the safe distance was because no matter where she looked she could see no sign that Kinney's resurrection had been witnessed by anyone unauthorized.

Still…just to make sure…

"TJ to TE. TJ to TE." She said pressing the transmit button on her communication radio, "Any unwanted spectators in the vicinity?"

She waited since with a sniper scope it'd take some time to survey the surrounding area but like the expert he was The End didn't make her wait long.

"No spectators within eyesight TJ. You're clear." The End said via the radio.

Good. With the sharp eyes of the Father of Sniping involved the odds of her subordinate being in error was nonexistent.

"So do we count this as a victory seeing as how we stopped the Nazi advance AND eliminated most of the super soldiers?" Kinney asked as she got to her feet while looking about the area.

"No. At best we'd call this a tie." She replied as she deduced that the girl was looking for replacement clothing, "We might have stopped the Nazi's offensive but a significant amount of Soviet equipment has been destroyed and now there is no one protecting this front. While the deaths of the German super humans will buy the Russians some time it's still a matter of which side will return here first."

"Then my money's on the Russians." Alexis said walking a few steps away before picking up a Soviet officer's jacket that looked to be mostly undamaged and putting it on, "They're in a tight spot and they know it. If they lose ground here to the Nazis it could lead to a string of losses and they won't want that. Desperation and fear make people move quicker than they normally would."

"And make more mistakes than they normally would." She said pointing out a flaw, "Now do you mind telling me why you were hit by Aldo's electricity? I didn't think you'd be so slow that you couldn't evade it or at least get behind cover quickly enough."

"One of the Russian soldiers froze up when the light show started." Alexis replied looking a little sheepish, "I pushed him away from where Aldo was but got hammered by a bolt from behind. Don't remember much after that aside from the pain."

"Then you won't be able to return to camp with us." She said quickly discerning the after affects of the battle.

"Why not?" Kinney asked with some puzzlement.

"If that Russian soldier you saved managed to make it back to camp then he likely believes that you died as a result of the electric bolt hitting you." She replied slinging her submachine gun onto her back, "It'd raise more than a few eyebrows if you returned completely unharmed."

"And that would make your bosses unhappy cause it'd stick out in people's memories." Kinney said catching onto the problem, "So where am I supposed to go? Camp out someplace and wait for you and the others to pick me up for missions?"

"Unfortunately yes." She replied figuring that that was the best course of action, "Go hide in the ruins of the Stalingrad Industrial Pedagogical Institute. Everything topside is rubble but according to the file I received about Stalingrad it had a basement that should still be more or less intact since the main building didn't suffer any direct hits."

"And the reason the Soviets or the Nazis aren't using it?" Alexis asked sounding a bit concerned.

"They're both probably concerned that if they set up shop there the other side will just blow it up with them inside." She replied recalling what she knew of the players and their tactics, "Neither side can afford to lose soldiers with the likelihood of getting reinforcements so low."

"But you think I'LL be okay?" Miss Kinney asked sounding somewhat worried.

"You'll just be one person and I'm sure you can slip in without being seen." She replied confident that the young woman would be able to get into the basement of the Institute unseen.

"Okay…just…get me some fresh clothes and drop them off when you can." Kinney said wrapping he officer's jacket tighter around her body, "It might be better than nothing but it's still cold out here."

"I'll see what I can scrounge up." She said with a small grin of amusement at the young woman's predicament.


	5. From Bad To Worse

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 _ **Xander's POV**_

 _It's time._ He thought as he double checked the equipment he'd been given by The Joy, _Time to take back Stalingrad for good._

It'd been weeks since the fight with the Nachtkrapp on the Northern front and in that time she'd been sent on minor missions by the leader of the Cobra Unit. Eliminate a patrol here, sneak into a command tent to steal battle plans there and just two days ago detonate a munitions tent with no one outside the unit having a clue what caused it. Now though it was time for the final battle of the city and it centered on the top route for getting supplies: the port city of Rostov. Whoever controlled that would win the battle for the city and up until now it'd been firmly under the control of the Germans. Fortunately though the battle had dragged on long enough that the Nazi's were currently at their weakest and according to the papers he'd gotten a look at Hitler's boys were going for a final shove too.

Thus would they take advantage of 'Operation: Winter Storm' by aiding the Soviets with their own plan called 'Operation: Little Saturn' which was an attempt to punch through the Italian lines of the Axis army to take Rostov. The Cobra Unit however wouldn't be fighting alongside the Soviets but rather they'd be harassing the neighboring forces to prevent reinforcement. The Nazis weren't stupid, they knew how valuable Rostov was, so when the Soviets made a play for it the Axis powers would do everything they could to repel the offensive. The Russians might be tired and low on just about everything but the fact that this was the best chance they had to claim victory would make them fight as never before. So long as they didn't get hit on their flanks as they tried to push forward The Joy thought the Russians stood a good chance of succeeding.

That was where they came in.

Originally the leader of the Cobra Unit had intended to split the team into two groups of three but with him making the Unit an odd number it was decided that he'd go with The Fear and The End. While the former could handle mid-range and the latter long range it was decided that he would get right into the thick of things to sow confusion in the ranks. As such he was armed with a combination of grenades and a Mauser C96. While fairly well armed he couldn't afford to be too reckless with the ammunition for the latter or where he tossed the former. Still he could probably 'borrow' some guns and grenades from the Axis soldiers should he ever run out. If not he still had his claws and as long as he only popped one in each limb most people would jump to the conclusion that it'd been caused by an ordinary knife.

 _At least The Joy's stopped having the other Unit members ambush me during a mission._ He thought wincing in recollection at some of his less than spectacular reactions to their attacks, _I know I need to be more aware of what's going on around me but what if things had gone pear shaped?_

Still he could only presume that since it'd been awhile since the last surprise attack that The Joy was satisfied that he wouldn't get blindsided or lose his grasp of the tactical landscape.

"Are you ready?" The Fear asked from his position next to the entrance/exit of the structure they were in.

"Yep." He replied as she finished loading the Mauser to capacity with bullets, "Let's get this show going!"

"If this is a show then I guess we will have to find out for ourselves who the star of it is." The End said from his wheelchair.

His gaze lingered on the elderly man and the method he'd be using to get to his designated sniping spot because given the lack of smooth roads as well as the abundance of mid he'd lay good odds at getting stuck along the way. That was why he'd suggested that he scout ahead for trouble so that if The End did get stuck The Fear would have time to get the old man unstuck before trouble found them.

Naturally he figured that if they heard gunfire and grenades going off they'd know to hurry up.

"Wait five minutes then follow." He said as he walked out of the building, "Any trouble I bump into'll be handled by then."

"You don't fear that you'll get in over your head?" The Fear asked sounding like he'd enjoy viewing the fear born of such a situation.

"If I do wind up biting off more than I can chew I doubt I'll have to worry about it for long." He replied with his best lopsided grin, "Then again with my healing factor I'll probably last long enough for you to rescue me assuming you don't drag your heels too much."

The Fear just gave her one of his creepy smiles and he knew that if any help he did receive it'd be at the proverbial last second for sure.

With that he did break into a run using cover as needed while keeping both eyes as well as nose sharp for signs of the enemy. With Laura Kinney's senses he could pick up things completely invisible to normal human beings but it was still possible to catch him unawares unfortunately. Indeed while you could give a person powers beyond those of mortal people it wouldn't make much of a difference if they let themselves grow careless. Given what was on the line with this battle she could not afford to be careless for while he did not believe that the entire outcome of the fighting depended on him he didn't want his claim to fame this day to be The Fear pulling his butt out of the fire.

Time passed as he moved and aside from a few random groups of Axis soldiers he didn't encounter any serious resistance on the way to the front The Joy had assigned to his group. He imagined that the bulk of every army was focused on the large confrontations elsewhere leaving only the small fry flitting this way and that for him to run into by chance. That would change however the closer he got to his assigned front so he figured that he might as well enjoy the light interference while he could.

It was as he reached eyesight of his destination though that he got his first glance of what he'd be dealing with.

Much like he'd been expecting a contingent of Russian forces was locked in battle with Nazi troops but it only took one glance to see that they wouldn't last long. The Soviets were making the most of what manpower and resources they had to slow their defeat but there was no chance of them winning the battle unless the Nazis seriously screwed up. Taking out the binoculars he'd been given he began to look for every Nazi soldier, crudely marking their positions on an equally crudely drawn map of the area, so The End as well as The Fear would have something to work with. He was sure that professional map makers everywhere would cringe at his efforts but he wasn't aiming to be perfect with his efforts. As long as The End and The Fear had a good idea of where to look for their targets that was all that mattered.

"So that's where they are?" The Fear whispered in inquiry into her ear out of nowhere.

He barely managed to keep from 'eeping' like a girl the age of the body he currently inhabited but he suppressed the instinctive reaction just the same.

"Best I can figure." She replied keeping her tone even and calm, "The End in position?"

"Yes and he likely has seen your map through his scope already." The Fear replied bringing out his unique crossbow, "How shall we proceed?"

"You're asking me?" he asked with no small bit of surprise, "Shouldn't it be you calling the shots?"

"I was never command material. Neither is The End." The Fear replied with a grin as he loaded one of his toxin covered crossbow bolts, "Seeing as how The Joy's been teaching you lately that makes you the boss."

For a moment he considered arguing the point but even though he hadn't known the man up until a few weeks ago he could tell that The Fear wouldn't budge from his position. With a sigh he took a look at his map and then the real battlefield debating inside his head the various ways they could tackle the situation. In the end the most efficient and the most practical one was to wait until the Axis forces wiped out the Soviets then attack the second they dropped their guard thinking that they were out of danger.

"Let the Nazis finish off the Soviets." He said with resolve in his tone, "Use the time until then to get into position then pounce when they let their guard down. Should allow you and The End to maximize your initial kills before the enemy figures out what's going on and where each of us are positioned."

"And when they do figure out where they're being attacked from?" The Fear asked sounding like he approved of the plan.

"I'll charge their ranks scattering my approach to make it harder to hit me. I can take what they can dish out and survive." He replied not relishing this part of the plan, "They'll focus on me since I'll be the biggest threat. You time your shots and choose your targets well and this'll all be over soon."

The plan was based on one he'd used before when trying to keep a war between African demon clans from spilling over into the public sight. They'd been too strong to take head on either one at a time or both at the same time without suffering serious Slayer casualties. So he'd hatched a plan to let the monsters do the heavy lifting and then finish off the survivors when they least expected it. The only difference in this situation was that the enemies were human and were only following their training through to the end. He might've managed a kill count in the double digits since arriving in this time but he couldn't say that he'd become numb to the act of killing human beings. He wasn't as squeamish about it as Buffy was but neither had he become completely desensitized. Thus leaving the Soviet soldiers to die was contrary to his code of honor but he was realistic enough to know that obsessively following the good guy rules was pointless. Reality didn't always reward the dedicated and so he'd do what he could with the hand he was given and hope he didn't go to bed with too many regrets weighing down his soul.

Fortunately for him it didn't take long for the Nazis to finish off the Soviet soldiers fighting against them because he just knew that an extra long wait would've been murder on his nerves. With a few hand signals he'd retained from his soldier position he informed The Fear that they'd circle around from opposite directions and catch the Nazis in a pincer movement. This seemed to surprise the man a bit and he cursed himself as he realized that his actions had put another layer of mystery on his past that The Joy would almost certainly ask him about when the opportunity presented itself. Turning away from The Fear so he didn't give away anything else he began to navigate the landscape to get to his desired attack point. He moved quickly yet carefully in order to ensure that the Nazis didn't see him coming but once he arrived he prepared himself mentally for what was about to happen.

In the comics Wolverine often got annoyed that his healing factor didn't come with a pain suppression factor as well and he was much the same.

Unfortunately not only had he committed himself to his present course of action but he considered it the height of unmanliness to hide somewhere safe when there were good people he could be helping so ducking out now was not an option.

Peeking over the cover he'd chosen to duck behind he tried to spot The Fear so they could time their attacks properly but either the man was late getting to his attack point or was concealing himself VERY well. As the seconds ticked by he realized that if they waited too long to attack they'd lose their best opportunity to take down Hitler's little minions so he plucked one of his grenades out of the bag he'd stuff them in, pulled the pin and threw it towards the largest group of enemy troops.

"GRENADE! RUN!" one of the Nazi soldiers yelled before putting action to his words.

BOOM!

With that blast he dashed around his cover taking aim with his Mauser to hit spots that would equal to one shot one kill for the enemy. He didn't rush his shots because his ammo was limited and he didn't want to put The Fear in danger of getting hit by a not quite dead Nazi's defiant shot. As he sprinted towards them on as erratic a path as he could manage without wasting time he lined up his shots aiming first for those who'd survived his grenade albeit with injuries. They were the least likely to be capable of dodging whereas their unharmed comrades were making for cover even as their returned fire with their rifles and submachine guns.

KOW!

 _And there's The End putting in his two cents._ He thought even as his last bullet flew down his Mauser's barrel to successfully ventilate a Nazi soldier's skull.

Darting into the nearest trench that'd keep the people who wanted him dead from getting a clear shot he ejected the empty clip before reaching into the bag holding his ammunition for a fresh one. It was just as he reached the last stretch of viable cover that he was ready to emerge but he wouldn't just jump out. Using his sense of hearing and his sense of smell he did his best to accurately picture where both ally and enemy were before pulling the pin on a grenade then throwing it. Thus while his enemies were busy scrambling away from the blast radius he used the acute eyesight he'd inherited from Laura to peer through the temporary cloud of dirt created by his grenade.

One.

Two.

Three shots he managed to get off before there was nothing to block the view of the Nazi's that'd gotten far enough from detonation to be unharmed. Darting to the left he began to gradually make his way around them making sure to keep them twenty feet away at least while firing only enough shots to keep their attention focused on him rather than The Fear or The End. He was only peripherally aware of where the former was at any given time but every time one of the Nazis fell to the ground without a preceding BANG from a sniper rifle he knew the weirdo was still kicking ass.

It took a little over twenty-five minutes to finish off the last enemy soldier in their immediate area and once both he as well as The Fear were satisfied that all present were truly dead rather than simply dying they moved to the next target area. The number of Axis soldiers surrounding Stalingrad was a lot more than this and even if more than fifty percent were focused on the port city that still left hundreds of thousands of enemy troops still alive. Of course The Joy had made it clear that the Cobra Unit's objective wasn't to fight all of the Axis soldiers not currently attempting to block the battle for Rostov but rather to prevent those groups closest to the battle from reinforcing their allies. If the team could keep backup from arriving the Soviets would likely win their struggle to reclaim the port town turning things decidedly in their favor. Unless the Axis officer in charge of the Third Reich's forces was monumentally stupid he'd only try to fight the inevitable for so long before giving the retreat order.

True the man would probably be executed for both failure and cowardice but that didn't change the fact that retreat was the right call when defeat was inevitable.

Only when there was meaning in fighting to the last soldier was it permissible.

 _ **Russian Forces Camp**_

 _ **After the Battle**_

 _ **The Joy's POV**_

"So…how did she perform?" the man asked through the radio.

"I will admit that I had my reservations about her in the beginning she's proven herself a capable soldier." She replied after a moment's thought, "She can follow orders and whoever trained her made her good enough to handle three year soldiers without much difficulty."

"Any…interesting observations about her abilities?" the man asked obviously implying he wanted to know if Kinney had any other abilities besides accelerated healing.

"Her five senses are definitely head and shoulders above anything an ordinary human has." She replied recalling the chats with the Unit members she'd spoken to, "The few times that the targets weren't at the specified locations she was able to track them down by their scents alone. Considering how many smells cover Stalingrad at the moment picking out something that specific is impressive."

"And a potential weakness." The man said sounding speculative, "If her sense of smell is that acute then it stands to reason that she might experience sensory overload if exposed to a potent enough smell."

"Perhaps." She said not wanting to show her own personal opinion on the matter, "According to The Fear her claws appear capable of cutting through just about anything. He didn't see any sign of difficulty in either stone or steel."

"Interesting. I'll have some people look into what it could be made of." The man said sounding intrigued, "With a little modernization such a metal could tear through tank armor and sink German navy ships with a single strike."

 _Or make whichever country gains the right to develop such ammunition leverage over the others._ She thought remembering all too well what her father had told her.

The Big Three might be working together now to battle the Nazis and their allies but the few meetings she'd learned of indicated that plans were already forming about what would happen AFTER the war came to an end. Oh they were phrased in such a way that it sounded like the one giving the proposal intended to share the benefits with all but the smart ones knew how it could be made to benefit only one rather than three. All of them would toe the line and remain allies so long as the war went on but once it was over she put it at less than three years before they turned on one another.

"If it's as durable as I think it is I don't think it'll be possible to get a sample from her claws." She pointed out indicating a potential flaw in the man's plan, "How will you know if you found what you're looking for?"

"I'll come up with something." The man said in a neutral tone of voice that just made him sound all the more suspicious, "So do you have any objections to her formally becoming a member of the Cobra Unit?"

"No. Her skills still need some polish but that can be done in the field well enough." She replied not bothering to shake her head in the negative for someone who couldn't see her, "Besides they say that experience is the best teacher and unlike most she can survive mistakes most people can't."

"Then it's time to give her a codename and I've got the perfect one." The man said sounding quite pleased with what he was going to reveal next, "The Desire. Pain, Fear, Death, Fury, Sorrow and Joy are all emotions that soldiers take with them into battle. However at the root of all of them is 'desire'. It might not be obvious and some people might not even acknowledge it but it's mixed in with the others just the same. What do you think?"

"While I can think of a few ways it might be misused it's as good a name as any." She replied remembering a few phrases some young men had used to show their interest in her.

None of which worked of course but she conceded that they were creative.

"Then be sure to let her know soon." The man said sounding like he was going to wrap things up, "Now for the time being your orders are to have the Cobra Unit leave Stalingrad for the closest safe house. You've all earned some rest but don't get too comfortable. After such a glowing success I expect your next mission will be quick in coming."

"Understood. Over and out." She said before terminating the connection and disconnecting the device that kept such conversations secure.

Putting the encryption module back into its secure pouch on her belt she left the communications tent to let her team know they had an hour to gather whatever they thought they needed before they'd requisition a vehicle. THEY had enough pull with the Soviet military that one truck wouldn't be missed. That being said she'd make sure her Unit didn't take too much from the Soviets because while the Nazis might've been driven away that didn't mean they wouldn't come back. Hitler was determined to portray his Reich as something that would last a thousand years so being turned back by the Russians here but a bit of a stain on that image. Of course the Germans in charge of propaganda would try to spin it in a positive way but that didn't mean that the Nazis wouldn't attempt some form of retaliation to reestablish their future's shiny image. That could mean anything from a simple bombing run to the release of one of the numerous chemical weapons Ally intelligence suspected the Third Reich were developing. The Russians would need all the weapons and equipment they could get if they were to stand any chance of thwarting such retaliatory schemes.

It didn't take long to get to the tent where most of her team was but they would have to pick up Kinney at the Institute on their way out of the city. All of them looked like they'd been anticipating her order to prepare for departure with their pouches full and backpacks likewise filled with the things they'd need to continue the fight elsewhere.

"So what's the word Joy?" The Sorrow asked taking a few steps towards her.

"We're to leave for a nearby safe house that's been prepared for us and await our next set of orders." She replied looking at each of them in turn, "I can see you've restocked your supplies and ammunition but I hope you didn't clean the Soviets out completely since they'll need whatever they have to keep Stalingrad safe."

"No worries there Joy." The Fear said with a normal smile instead of his usual one, "Most of what we have was salvage from the Germans and their allies. With it and the supply routes re-established they'll manage well enough."

True.

By now the top brass of the Soviet forces would know that Stalingrad had been liberated and would be moving swiftly to resupply and fortify the area. Like her they probably expected the Axis powers to make another attempt in the future to take the city so it was unlikely that they'd leave everyone in the area to fend for themselves.

"Then let's be off." She said casting her gaze about for a suitable truck.

It didn't take long to find and thankfully it had Soviet markings on it so the only people who'd likely try to take a shot at them would be Axis soldiers. If some did attack they could be used for training Alexis so as to sharpen the young woman's existing skills while also teaching her some new ones. While she didn't like HIM the man she'd spoken to minutes ago had made an interesting point with his choice of codename for Kinney. It also aroused enough of her curiosity that she wanted to see just how far the girl could go if she were instructed by the other members of the Unit. Any ability or skill that required surgical modifications or some other process would not be possible of course but that still left a healthy amount to work with.

"We'll be taking that truck." she said as she began to walk towards the vehicle she'd selected, "Get inside."

Without question her Unit began climbing into the truck but predictably a few Soviet soldiers objected to this but she just did as she'd been instructed previous to leaving for Stalingrad. Reaching into her front coat pocket she withdrew what to anyone else looked like an ordinary wallet but once she opened it up for the Soviet soldiers to look at its contents. What were its contents?

Credentials that put her authority right up to just below a Soviet General's power.

Naturally the soldiers recognized them and immediately saluted before finding something else to do.

Getting into the driver's seat she soon found the keys and once the engine was rumbling she pull out onto the primitive dirt road that would lead them in the direction she wanted. She didn't even have to tell the others in back to take up defensive positions in the back and to keep a look out for signs of ambush. Granted if some Germans fired an RPG at them or a tank shell they'd barely have enough time to dive out of the truck and that was assuming they saw either coming in time.

"Are we going to pick up the girl?" The Sorrow asked from his place next to her in the passenger seat.

"Yes. Based on her performance in the field and her abilities it's been decided that she'll be formally adopted into the Unit." She replied without taking her eyes off the road, "My superior even came up with a codename for her: The Desire."

"It fits in more ways than one." He said with an odd tone.

"What do you mean?" she asked glancing at the man out of the corner of her eye.

"While she does possess some discipline her heart is a powerful influence over her actions." He replied no doubt thinking back to the missions where he and Kinney were partnered, "I noticed several times when it looked like her desire to help others nearly got the better of her."

"Would she risk a mission based on these desires?" she asked considering the possibility of something that would need to be ironed out during training.

"No. I spoke to The Fear after the battle for Rostov." He replied shaking his head in the negative, "When Soviet troops were sliding towards defeat and death she chose to let the two sides finish their battle then finish off the remaining Nazis. I believe she'll adhere to mission parameters for the most part but if she believes that the mission can be accomplished and she can get what she wants she'll do it."

So she'd only act on her own if she believed that there'd be no risk to the mission or the Unit. Not the best situation considering that it would rely entirely on the young woman's ability to evaluate a situation and determine the most likely outcome for any course of action. If Kinney misjudged a situation or overestimated her skills it could threaten the overall success of the mission. Something to include in her training and she could use the downtime at the safe house to draw up some hypothetical scenarios to test Alexis on. It wouldn't be a simple test where the girl either passed or failed. If the young woman made a mistake she'd point it out and explain why it was incorrect. It did no good after all only to point out the mistake. You had to explain why the answer was incorrect as well as explain what the right answer was. It was the only way a student would learn.

"My superior also suggested that each member of the Unit pass on what skills they could to Miss Kinney in between missions." She said looking ahead to see the Institute getting bigger in the distance.

"It will be difficult to create an effective lesson plan for her considering we won't know when our missions will take place or how long the breaks in between will be." He said with some concern about the matter.

"We'll just do the best we can with what we've got." She said deciding not to discard the idea just because it'd be difficult.

After all if Alexis Kinney proved capable of mastering the new skills she was taught in combination with what she already had then the resulting soldier would truly be something to see.

She just hoped that the girl didn't become so impressive that she garnered THEIR undivided attention. She already knew that thanks to her pedigree and the investment they'd made in her training put her squarely in their sights but she did not wish that for anyone else. It was her hope that at the end of the war Kinney could just vanish and not warrant more than a few years of pursuit before THEY shifted their focus to something or someone else.

She shuddered to think of what THEY might do to the girl in an effort to replicate her healing ability in others.

Pulling up in front of the Institute she used the horn precisely once then waited for the last member of the Unit to emerge from what had been her hiding place since being 'killed' by Aldo. Fortunately she did not have to wait all that long since a few minutes later the dark haired young woman emerged from the main building sack slung over her shoulder and weapons in all the right places. Soon Kinney went out of view, no doubt to get into the back of the truck, but when she felt a slight shifting of the vehicles weight she knew it was okay to get moving.

"Sleep well Kinney?" she asked as she once more brought motion to the truck.

"Oh yes! It was like sleeping at a luxury hotel what with the near complete lack of heat, the noisy neighbors and beds that felt like they were made out of concrete!" Alexis replied with a mix of indignation and humor, "Please tell me that we'll OCCASSIONALLY get to sleep in real beds."

"While I can't promise the Ritz we are headed to a safe house right now to await new orders." She replied with a grin at the humorous words, "Still there will be times when we'll have to make do with whatever's available. Won't matter if it's tents in the woods or the basement of a demolished house."

"I know. I just don't have a lot of experience camping outdoors." Alexis said with acceptance, "I'm a city girl. Only time I ever camped out was in my best friend's back yard."

"Well you're going to get a great deal of firsthand experience." She said driving up the newly restored road out of Stalingrad, "There'll almost certainly be times we'll be far behind enemy lines and it'll be too dangerous to be anywhere close to a town or city."

"I know." Kinney said with grudging acceptance, "Just be prepared for a bit of whining and complaining. It's gonna take awhile for me to get used to it all."

She and the rest of the unit had a bit of a chuckle at that.

It looked like their youngest member would be a source of amusement for the foreseeable future.

During wartime the ability to make your comrades laugh and forget about their hardships, however briefly, was more precious than gold.

 _ **The Cobra Unit's Safe House**_

 _ **Hours Later**_

 _ **Xander's POV**_

 _I'm glad the safe house was big enough so we could each have our own rooms._ He thought as he lay in bed looking up at the ceiling, _I really needed some ME time where I could stop pretending to be Alexis Kinney and just be myself for once._

Now some people might ask 'why did you not simply tell them the truth' but those people would be idiots that had not even bothered to consider how the rest of the Cobra Unit would take that news. 'Oh I am a guy who got transformed into a fictional girl by magic and in order to save my family chose to get sucked into limbo and somehow wound up in the past with you guys' would not go over well. For one thing he was sure that unless a person had encountered the supernatural on their own or were part of an organization like the Watcher's Council tales of magic would be treated as nonsense. While Willow had confirmed through her own sources that Wilkins had erected a sort of mental fog spell to keep the citizens of Sunnydale from realizing the truth that didn't mean people elsewhere would believe in the supernatural. Since the world had formally embraced science as the best way to understand everything anyone who still believed in gods, magic and portals to different worlds were considered eccentric at best and insane at worst.

He had no desire (pun not intended) to be considered either.

Also while he had little doubt that he'd be able to break out of any Asylum they tossed him in he had a feeling that he'd more than likely wind up on some scientist's slab as their special specimen. It didn't matter what universe you were talking about whenever something popped up with the potential to be turned into a weapon governments pounced on it morals be damned. The possibility of gaining soldiers capable healing from almost any injury, resisting all known toxins and diseases, would be very appetizing to them. Giving them an excuse to remove him from the battlefield sooner and then place him on the dissection slab would not be to his benefit. Laura Kinney's healing factor might be enough to have him burn through most anesthetics or toxins quickly but that was only at the normal human dosages. If his potential abductors were smart they'd hit him with ten times the normal dosage and administer an increasing dosage during the trip to whatever lab had been assigned the job of 'examining' him.

All in all telling the truth would only make things worse for him not better.

As for when he'd bug out and vanish into the crowd it'd probably be just before the end of the war on April thirtieth nineteen forty-five. How far before would depend on when he thought the 'interested parties' would make a play for him. He supposed that it'd likely be when they thought he was no longer needed in the field with the Cobra Unit. If that turned out to be the case then he'd have to pay close attention to the importance of each mission and when one looked to be the last big one he'd slip away immediately after the objective was accomplished. He'd leave a note of course to explain his reasons for disappearing and drop what he hoped were subtle hints about how to get in touch with him in an emergency. He'd use bits and pieces of information that only The Joy or another member of the Cobra Unit would be able to recognize and understand the significance of. Hopefully they'd value the friendship that'd be forged in the next three years of camaraderie enough not to pass on the communication method to their superiors.

He'd make sure to be extra cautious about any messages he received and do a thorough search of any areas where meetings were requested the first dozen or so times. If nothing suspicious or incriminating came up he would conclude that they'd kept what he'd conveyed to them a secret. However if he spotted conspicuous people at the meeting sites or if they showed up wherever he decided to make a home for himself he'd be left with no other option but to conclude that it was no longer safe to remain in contact with his friends.

Feeling a familiar stirring inside of his now female body he sat up and got off the bed before heading for the door to his room. It was something he'd had to get used to pretty early on after arriving here but fortunately, or unfortunately depending on how you looked at it, living in the same room as numerous teenage girls had given him some clue as to how to proceed. Exiting the room he proceeded to the bathroom to relieve his bladder so he could get some sleep. Going to the bathroom as a girl was similar enough to how a guy did it when you had something to squeeze out the back door but when it came to taking a leak there was nothing to aim with. That meant either you sat down on the can or you squatted just right to make sure that the piss went where it needed to go. Fortunately he got enough practice early on that he almost didn't need to think about it anymore and by the time that the war ended it'll be completely natural.

 _Now there's a thought._ He thought as he opened the door to the bathroom after making sure no one was inside, _Will I even be here until the end of the war?_

He'd assumed up until now that it'd be on him to find a way to get back to his proper moment in time but now he wondered if someone else would handle that. He knew that the second Willow got back to the castle she'd lock herself up in her lab to work on a way to get him back and if anyone could track him down to world war two it'd be her. While he hadn't heard of any recorded incidents what he had heard concerning magic made him all too willing to believe that opening a portal to the past was not impossible. There were probably half a dozen spells capable of the task and at least one of them would be in the Council library. The only thing in question would be how accurately his best bud would be able to open the portal to where and when he truly was. Would the spell just take them to the castle of the correct time period or would he see it pop up in front of him out of nowhere?

There was no way of knowing for certain.

 _I just hope that if they do show up it won't be in the middle of a battlefield._ He thought as he reached under his nightgown to pull down his panties, _The second or three it takes for them to realize where they were could get them killed._

A few minutes later and he was right as rain as well as on his way back to his bedroom.

He was about halfway there when he ran into but The Joy who appeared to be heading to her room with a book in hand.

"Couldn't sleep?" The Joy asked politely.

"Bathroom run actually." He replied with a grin, "Doing a little light reading?"

"Yes. It helps me relax so I can sleep." She replied holding up the book briefly so that the title could be read, "It came with the house so I'm not sure if it's to my liking or not but it's good to try new things from time to time to broaden your mind."

"A mentor of mine said the same thing to me once. All British and educated." He commented with the grin becoming a smile, "He tried to get me into it by reading a couple of dusty old books he had lying around but I never really developed an interest."

"I've found that all it takes is finding the right 'dusty old books' for that to happen." She said before resuming her walk to her room, "Goodnight."

With that the leader of the Cobra unit passed by him and he was once more alone in the hallway. Thinking a second or two more about what the boss lady said he put it on a shelf in his mind to be considered after he had a good night's sleep. Deep thinking and heavy reading was never something to do while fatigue was being poured into your mind.

Besides he figured that they'd be getting orders soon enough so it'd be pointless to become too invested in a safe house book he'd have to leave behind.

 _ **A Few Days Later**_

 _ **The Joy's POV**_

 _It's been nice these last few days._ She thought before grimly looking down at the package in her hands, _Too bad it's come to an end._

Indeed for the past three days her team had been on standby splitting their time between basic household chores and keeping their skills sharp for the next mission. She personally had been resuming Alexis' instruction focusing on what her instructors in the SAS had taught her both in terms of patrol skills as well as the basics of the various specializations team members often chose. From sun up to sunset she trained and surprisingly enough the breaks were being taken more for her benefit than for Kinney's. It'd been something she'd learned by the end of the first day that the girl had stamina that went far beyond what a normal human was capable of. When asked about it Alexis said she didn't know for sure but that she suspected that her healing factor was also somehow reducing the amount of fatigue toxins her body would've produced without it. The Sorrow had asked naturally how much longer this ability would allow her to push herself before fatigue manifested and Alexis replied that she didn't know.

Since her abilities first manifested Alexis stated she'd never pushed herself hard enough to find out.

That had resulted in a goal that she and the rest of the Cobra Unit had done their best to find out over the last two days and while not perfect they'd been able to determine that Alexis could push herself for almost twenty-four hours before signs of fatigue manifested. This would prove invaluable during times when sleep was not advisable and combat lasted from dawn well into the night. While three days was not nearly long enough to learn a skill beyond the basics it would have to do for the time being.

Taking the package into the kitchen she saw that the Unit had assembled in the dining room for the briefing. Setting the package down on the table she opened it up before handing out folders to each member with an unspoken request NOT to open them until she gave the word. She'd already given her folder a read through so she knew what the mission was but she wanted to be the one to explain it to the Unit rather than have them nose around only to immediately ask questions at the same time. With a nod she gave them permission to open the folders and so the briefing began.

"Our new orders are to track down and eliminate a specific German military division that up until now has been regard as myth: the Totenkampf Unit." She explained turning to the first page in the folder, "The unit's been rumored to exist since before the war but no one's been able find concrete evidence that they really exist or even circumstantial evidence. So they'd pretty much been regulated to a story meant to scare young soldiers into taking their jobs more seriously."

"Um…seeing as how I…um…haven't been in the loop…what stories are we talking about?" Alexis asked showing her newness to the war and all it entailed.

"Supposedly they're in charge of developing advanced technology, conducting experiments that crosses into fields better left alone and there's even been rumors of monstrosities that even had some of the SS nauseated." The Sorrow said showing that some of the stories he'd heard had left him sick as well, "Like The Joy said though there hasn't been any evidence found to prove they exist. No paperwork, no witnesses and no captured Axis officer credible enough to believe even if he did claim to have encountered them. What's changed Joy?"

"About three weeks ago a member of an American unit thought to have been wiped out by German forces stumbled into a British camp looking half dead. Honestly he looked as though he'd been through hell and collapsed a few seconds after being spotted. He was pretty incoherent after that but he claimed he'd escaped from a lab where his unit had been taken and experimented on." She replied moving onto the second page in the briefing folder, "Apparently his friends had sacrificed themselves, used themselves as human shields, in order to ensure that he'd get away. Before the soldier died he claimed that the name of the Nazi group that'd held him was the Totenkampf Unit. Naturally no one believed the man since it was easier to accept that in the man's dying state his mind clamped onto the mythical unit told to everyone."

"I take it something happened to change their mind?" Alexis asked sounding like she took the sacrifice of brave soldiers seriously.

"Yes. After the soldier died most of the officers in charge dismissed the incident as an escape from one of the verified Nazi labs. As per established protocol an autopsy was conducted to determine what had been done to the soldier in order to get a better idea of the direction German research was going in." she replied turning to the third page which included sickening pictures, "What they found when they opened the soldier up was…disturbing."

"Oh god!" Alexis gasped looking like she was getting a little green around the gills.

"Indeed." She said looking at the others who were having similar reactions, "Entire organs had been replaced or surgically altered with the intent of enhancing the physical capabilities of the soldier. The examiner in charge believed that the escaped soldier had only been in the beginning stages of being altered but that it was likely due to the changes that he'd been able to make it to the camp."

"So what had them believing that the guy had been messed up by this Totenkampf Unit instead of some run of the mill Nazi psycho?" Alexis asked sounding like she'd show some enthusiasm for this mission.

"The commanding officer of the camp decided to send a platoon to attempt to retrace the American soldier's steps to find the lab. It took them a little over two days as well as some hunches but they managed to find the compound." She replied turning to the next page, "Unfortunately whoever had been running the show had decided to cut and run not long after the American soldier lost them. Set fire to everything and burned it to the ground. However they must've been in a hurry because they missed a few things. The troops managed to find a slightly charred map and a handful of documents that must've been blown clear of the flames. The documents belonged to a report on an experiment being conducted at the compound and the map indicated two other connected locations. Both had a coat of arms stamped on them that matched the descriptions of the Totenkampf Unit's symbol."

"Did the British troops follow the trail any further?" The Sorrow asked out of curiosity.

"The commander sent one of his platoon back to camp to radio in what they'd found and to take the evidence there but took the rest of his men with him to see if they could catch up with the Nazi troops. After a week without hearing from them a second platoon was sent to find them but all they found in the end was…a massacre." She replied as she got to the page with a picture of the remains of the first platoon, "While some of the British soldiers had died from conventional weaponry others had died from wounds that no one has ever seen before. Some looked like burns and others like they'd been fatally electrocuted but none of it matches known Nazi weapons or even suspected ones."

"O-KAY…my appetite's pretty much ruined." Alexis said sounding like she wouldn't be able to keep any food she ate down, "So I'm guessing that our mission is to follow up on the locations marked on the map?"

"Exactly. Given the unusual nature of the entire affair it was decided that any further investigation should be conducted by soldiers more capable than the rank and file." She replied looking at each member of her unit in turn, "We'll leave at sunset for the position on the map closest to where the bodies of the first platoon were found. Depending on what we find there we may need to pull back to request clarification of our orders."

"Just in case it's a bit more than we can chew." Alexis clarified for the rest of the Unit.

"There's no telling how well defended these locations are or what's being done there." She said with a nod, "Each of us have been trained to be the best, together to make the impossible missions possible, but we must never lose perspective. Never allow our pride in our abilities compromise our ability to take the proper measure of a situation. Start packing your things and tidying things up. Leave no trace that anyone's been staying here."

"I thought this safe house was owned by your boss. What's it matter if someone sees people've been living here a few days?" Alexis asked with a bit of confusion.

"Compartmentalization. Just because we all take orders from the same boss that doesn't mean our fellow 'employees' need to know about us or that we need to know about them." She replied letting out a rather harsh truth, "It's a safety precaution in case anyone gets caught. We can't tell under torture what we don't know. In the case of the Cobra Unit though the men in charge went one step further by implanting us with experimental explosives keyed to our hearts. With spies worming there way into top secret operations on both sides there's no such thing as overkill when it comes to security."

"And the reason they aren't putting me under the knife for some heart triggered KA-BOOM?" Alexis asked sounding like she'd put up a fight if someone tried.

"Everyone else in the unit, myself included, might possess significant skill but we're still human and can die like any other. However with the exception of myself each member of the unit has received unique enhancements. If the Axis powers were to capture one of them and find a way to put the alterations in their own men it could mean serious trouble for the Allies." She replied turning to face the Unit's youngest member, "In your case however your regenerative abilities make it very unlikely that you can be killed by conventional means. Add to that the fact that with sufficient training you'll be very difficult to capture and I don't think my superiors will see the need for implantation."

"They TRY and they DIE." Alexis declared in a tone that made it clear she meant every word.

"Hopefully it won't come to that." She said not looking forward to the order from her superiors telling her to take down Kinney and prep her for bomb implantation.

She wasn't sure the Cobra Unit could survive such an internal conflict.

 _ **A Few Days Later**_

 _ **Xander's POV**_

"While I wouldn't call this a cake walk I think we can handle this." He said looking at the compound they'd found after a bit of a trek through the woods.

"A wall twenty feet tall, guards patrolling the top, search lights every fifteen feet and patrols on the outside as well as on the inside." The Joy said evaluating the situation herself, "Add to that the likelihood of there being one of a kind security precautions in play and you're probably right."

"So how do you want to do this? Take them head on or sneak in and hamstring them without anyone being the wiser?" he asked trying to think up ways of making that happen.

"We need to do this smart. If we try to take them on with a frontal assault we'll just be making this harder than it has to be and increase the chance that knowledge of our existence could leak. The first phase of the plan will involve two people. One will locate their communications equipment and sabotage it DISCREETLY. I'd rather they not realize something fishy is going on until it's too late." The Joy replied looking at him specifically, "The second person will locate their armory and prep it to blow. Set the timer for twenty minutes. That should be time enough to disable their radio and provide a distraction for phase two."

"And what would phase two be?" he asked not entirely thrilled about sneaking into a guarded compound solo.

"The capture of compound's commanding officer and its head scientist." The Joy replied sounding like she'd thought things through before they arrived, "The former will know just how widespread the Totenkampf Unit is as well as anything about the other two locations on the map. The latter will give us an idea of what the Totenkampf Unit intends to accomplish with their efforts as well as any weaknesses in the prototypes ready to be deployed in the field elsewhere."

"So I know I'm the number one person going in. Who's number two?" he asked wanting to know who'd be sharing the load of the sneaking with him.

"The Fear. His contortion ability will allow him to slip through air vents and other tight spots without difficulty." The Joy replied nodding towards the member of the Unit.

True.

He'd already seen proof that the man was double jointed in both arms and was quite fast as well as agile making him ideal for zipping past guards when their backs were turned. It'd be even easier since as far as he knew security cameras hadn't been invented yet so the only eyes he'd have to be wary of would be organic ones. Only guards or guard dogs would be able to detect him both of which could be evaded so long as he remained cautious and clever enough.

"And while we're inside doing that the rest of you will be…?" he asked just so he knew what to expect.

"When the bomb in the armory detonates there will be chaos as the Germans inside try to figure out what's going on. At that point The End will eliminate the sentries on the wall while The Sorrow and I use our own explosives to open a way past it. The Pain, The Fury and The End will remain outside to prevent any escapees from getting away." The Joy replied looking at the unit members as she spoke of them, "Our primary objective is to secure this compound and its personnel so follow up forces can pry information from both. If we can't secure it then we take the most important files and personnel alone destroying the rest. All of it."

The Joy gave him a pointed look with that last bit and he knew what it meant.

By 'destroying the rest' the leader of the Cobra Unit meant not only would they be destroying the inanimate objects but also killing any non-essential captives. He didn't like it but he understood the reason for it. If they couldn't secure the facility then they'd have to leave with what they could secure but leaving anyone alive would just give the people at the next location a heads up about what to expect. That'd only make the Cobra Unit's job harder either in the form of increased security or the abandoning of the other two locations and employing a 'Scorched Earth' policy. If these Totenkampf guys were as important as The Joy made them out to be they couldn't afford to be found out until they were primed to take the entire Unit down.

"Well since not managing a complete success would look bad in the report let's try to get the whole compound under lock and key." He said showing that he was in favor of the outcome.

The Joy nodded in agreement the woman said "Time to initiate phase one."

This got a nod from her and so she began to advance towards the compound keeping tabs on not just where the light hit the ground but also the area a foot or so further out. Just because you didn't get hit directly by the light that didn't mean it didn't illuminate things further out for a few feet. This reminded him a lot of some of the stealth videogames he'd played on the gaming console one of his Slayers had brought over from America for a little fun on the days off. In most of the ones set in modern times there was always a level where you had to make it past a series of searchlights without so much as touching the edge of the yellow circle. It wasn't the sort of game that he was the best at but he did on occasion manage to get through some of the tougher levels without getting spotted by the enemy characters.

This was real life however and there were no continues or saved games to work with here.

It was tense and more than a few times his concern spiked at the thought that he might have been spotted but he didn't let it hinder his movements. Hesitation would definitely get him caught and so he kept his movements quick as well as sharp crossing the gap between the outer perimeter and the wall surrounding the compound. Lady Luck must've been feeling generous because he managed to make it in less than a minute with no sign that the Nazis inside had noticed his approach.

Now however came the much harder part: getting up and over the wall without being spotted.

The soldiers guarding the tops of the wall were after all quite close together and with no vantage point close by that'd allow a look INSIDE the compound it meant that even if he zipped past the guards on the wall he could land in the midst of a group upon reaching the other side. Still there was no going back now so speed as well as on the spot thinking would have to be enough to see him through. Closing his eyes he reached out with his sense of hearing to try and place the guards on the wall by sound alone. It was something he'd tried to do during his brief training sessions back at the safe house and while he was confident it could be done it was far from second nature to him.

 _Wait…wait for it…_ he thought as he tried to imagine the top of the wall in his mind, _…wait…NOW!_

Without any time for hesitation to rear its ugly head he popped the metal claws in both his hands as well as his feet before using them to climb his way up the wall as swiftly yet as quietly as he could manage. As soon as he got close to the top he used the claws in his feet to leap the rest of the way and just managed to clear the top before touching down. He only spared a two second glance in either direction to see if he'd been spotted before leaping down to the other side of the wall landing in a roll to keep from busting his legs with the drop. It was still close but no cracking noise made it a success in his book and coming up from the roll he looked for the closest hiding place he could see. Seeing a patch of shadow being cast by a nearby stack of crates he dove behind it before quickly curling up so as to leave as little to be seen as possible.

His heart was pounding with the anxiety, the fear and the THRILL of what he was doing but he took half a minute to settle his nerves before he peeked up over the top of the crates to get a look at this side of the wall. Thanking the fact that The Joy had cut his hair to shoulder length and given him a cap to tuck it under it meant that it'd be harder for the guards to spot him. Looking about he could see three sets of guards patrolling the grounds outside the main building with two of them having guard dogs with them. Fortunately for him tonight wasn't a windy night so as long as he kept his distance from the dogs they shouldn't catch his scent immediately. They'd catch it eventually of course once they got close to his current hiding spot whether he was there or not but hopefully by then he'd be well on his way to the communications room.

Looking about he sought the nearest entrance into the main building as well as the least crowded with guards. It took a minute but he found one on the easternmost corner of the building and with the utmost stealth he began to make his way towards it making sure never to lose an awareness of the threats around him. It was tense work and more than a few times he feared that he'd misjudged the moment to move but when he reached the door and no alarm rang throughout the air he counted his blesses and moved on.

The lock on the door was simple enough and he'd been given picks to get past it but he was SO tempted at the moment to pull a Wolverine move by using one of his claws to destroy it. However a blade capable of slicing through metal with ease was definitely out of the ordinary and might raise a few eyebrows.

Something that the mandate of the Cobra Unit said was unacceptable.

Taking out the lock picks he drew on his own personal memories as well as what The Joy had shown him to begin working on it opening the door in front of him. Contrary to how it might look in the movies picking locks was not easy in the least especially since he had only limited experience in doing it. For a moment he thought that he'd wind up taking too long but with a satisfying click he managed to unlock the door so with slowness he opened it before slipping inside the second a satisfactory gap was made for him to slip through.

He gasped as he saw that a guard was just turning the corner ahead of him making him wonder what'd happen if he'd popped inside a minute or so sooner.

 _Probably fighting, yelling and possibly setting off the intruder alarms._ He thought letting out a sigh of relief, _Just gotta remember that stealth is equal parts patience, timing and quickness._

Yeah.

That was all.

 _ **The Joy's POV**_

Ten minutes.

That was how much time had passed since The Desire and The Fear entered the compound to enact their assigned measures of sabotage. While they did this the rest of them kept an eye on the surrounding area for any new arrivals that could force a shift in tactics. For her, The Pain and The Fury all it meant was keeping their eyes as well as their ears sharp. However for The Sorrow it meant opening himself up to the spirits with whom he could converse and considering what likely was going on inside the compound…he likely had all the conversation partners he could handle. Looking at him with his eyes closed for focus she could see that it was taking a considerable amount of his attention to manage all that he was being told. She wouldn't pretend to understand what he was going through or how much of a burden his abilities were but she knew that he would not be here if they didn't work.

"Learn anything of value Sorrow?" she whispered without letting her awareness of her surroundings falter.

"Not much Joy. Those that died within those walls did not leave their mortal lives peacefully." The Sorrow replied even as he seemed to metaphorically raise his head into the living world, "As a result I've only spoken to two that were coherent enough to have a conversation with. A man from France who used to be a member of the resistance there and a young woman taken from her village due to her connection to an ancient bloodline."

So they had an enemy combatant and a woman who would only be of interest to someone studying bloodlines.

Not exactly promising sources.

"Did they reveal anything useful to you so far?" she asked hoping for an early promising start.

"The man from France spoke in broken sentences that implied that he'd been subjected to numerous experiments possibly without the benefit of anesthetics. Indeed I got the impression that the scientists involved did this on purpose in order to learn something." He replied before something she could not see caught his attention for a moment, "The young woman however made even less sense. This was most likely because she did not have the willpower and pain threshold to endure the pain of the experiments."

"So nothing useful from her?" she asked not surprised that a civilian's mind would crack under the strain of experimentation.

"Only a phrase: the path of the dead." He replied sounding like he was pondering the meaning, "She repeated it over and over again. I got the impression that whatever the phrase's meaning she was terrified of it."

"Most likely part of the dominant religion of her village." She said dismissing it as unimportant, "The pain and trauma she went through probably made her think she'd been sent to hell."

"Possibly." He said in a manner that made her think that he was taking the information a bit more seriously than her.

She supposed that being a spiritual medium made one reconsider what was real and what was myth.

For her though she'd wait until she saw conclusive evidence with her own two eyes before she'd consider believing in something other than what could be quantified by science.

Still at least through the two spirits she'd gotten confirmation that the compound did house a lab that was conducting human experiments on both civilians as well as POWs. While she'd like to think that there was a point to the refusal of anesthetic she could not discount the possibility that it'd been done so that the scientists could indulge in a little sadism. Given the level of secrecy and resources devoted to the Totenkampf Unit its members likely felt that they could do whatever they wanted so long as they continued to produce results with their work. It was the way things went when the power you possessed made you feel untouchable. They'd have to be careful to keep from being seen by any surviving prisoners since she'd prefer not to have to kill any of them save those whose suffering was too great to be allowed to continue.

Looking down at her watch she could see that there was only two and a half minutes until The Fear's explosives were due to go off.

"It's time. Get to your positions." She whispered to those to be stationed outside the walls.

With a nod the three men scattered at varying rates of speed leaving only her and The Sorrow.

For him only a nod was needed before they began to advance towards the outer wall of the compound using their skills to evade the search lights much like The Desire had a quarter of an hour ago. Once they had their backs to the wall they took their backpacks off in order to retrieve the explosives that they'd use to make a 'door' for them to pass through. Setting the timers for fifteen seconds she kept her eyes on her watch as the seconds ticked away and when it all matched she placed her charge next to the wall before getting clear of the blast radius. Not looking to see if The Sorrow was doing the same she covered her ears and prepared for what came next.

BBBOOOOMMM!

BBBOOOOMMM!BBBOOOOMMM!

With three explosions that almost went off at precisely the same time the stealth portion of the mission was over and so bringing her submachine gun to the ready she followed The Sorrow through the hole on the wall. As soon as she had a clear line of sight she began to dispatch the soldiers inside after checking their rank insignia to see if they were important or not. Those that held rank of any worth she shot to wound making sure that they would not be in any condition to fight. Those that were mere foot soldiers however were swiftly killed as the opportunity to do so arose since they were both potential threats as well as witnesses neither of which could be tolerated.

The benefit of surprise didn't last long as Nazis varying from a single soldier to groups of three began to work to repel those they perceived to be intruders. It did not phase her since it was indeed part of her training that the number of enemies thrown at her increased until she'd been able to competently hold her own against seven before being overwhelmed. With The Sorrow adding his skills to her own the battle was not nearly as lopsided as one might have first thought. It only grew more in their favor when The Fear began to pick off opponents of opportunity either with immediately lethal shots or with flesh wounds. All of the crossbow bolts The Fear used were coated with a very virulent poison so even a scratch would be enough to incapacitate then later kill whoever received the scratch.

It was only when gunfire erupted INSIDE the main building of the compound that she learned where The Desire was and she mentally nodded in approval. By raising a ruckus inside there would be a sizeable delay in the Nazi forces being able to establish a coordinated defense and that could only help her Unit. Still it would be in her best interests to move inside as swiftly as possible in order to prevent the destruction of important paperwork or the suicide of key enemy personnel.

"WE'RE GOING IN!" she yelled before throwing a grenade at the front door of the main building.

Leading the charge she entered the building confident that she and her two subordinates had successfully immobilized the important enemy personnel outside and eliminated most of the cannon fodder. Any who remained could be taken out later and any who attempted to flee would be cut down by The End, The Fury or The Pain. Upon passing through the doorframe she could see that The Desire had been busy for there were dead bodies littered about the entranceway killed either by a bullet, a bomb or very sharp blades.

 _I hope Alexis remembered to keep the important people alive._ She thought she began to move towards the sounds of combat on the upper floor, _It would be something of a setback if a piece information not recorded on paper was lost._

Her concerns turned out to be groundless for once she reached the second floor she began to come across soldiers of rank and while some were unconscious others were attempting to prevent themselves from bleeding out. A few had broken legs that made it impossible for them to do more than crawl and every jarring motion only caused the pain they felt to spike. One of them thought it was a good idea to point a gun at her but with a loud bang The Sorrow shot the pistol out of the man's hands before she delivered a kick that rendered the fool unconscious. After seeing this she could tell that any of the other conscious Nazis that might've been considering following the moron's lead were now rethinking their next move.

Smart.

It was a little over two minutes later that the sounds of battle went silent but by then she and The Sorrow were outside the room where it had been taking place. When they entered she beheld a sight that both confirmed Alexis' ability to follow orders and would likely give the surviving Nazis nightmares for years to come. Covered in blood, bits of flesh and damaged clothing Alexis held what likely was the compound's commander by the shirt and looked to be ready to render him unconscious soon.

"That will be quite enough." She said alerting her subordinate to her presence, "The commander and I have quite a bit of talking to do."

Looking over her shoulder The Desire seemed to contemplate her options before lashing out with her right foot and breaking the man's left leg to the point where it was plainly obvious to the naked eye.

"AAARRRGGGGHHH!" the Nazi commander cried out as he fell into the floor in great pain.

"Desire?" she asked hoping for an explanation.

"What? This way he can't run off plus now he knows I'm the bad cop." The Desire said before walking out of the room, "I'm gonna go make sure those scientists I locked in their labs haven't done anything stupid. Okay?"

A nod of permission was all she gave though she'd have a word with The Desire later about the liberties she took with prisoners. Depending on the constitution of the Nazi commander he might've been rendered unconscious from the pain of having his leg broken and waking him up would've taken some time.

Time she'd rather not waste.

Turning to the man she did her best to school her face to match the expression her instructor had used when he was being dead serious with what he told her.

"Now then herr commander." She said as she picked up an overturned chair off the floor and sat down on it, "I have some questions about you and the Totenkampf Unit. You will answer them."

"And why would I do that, American Dog!?" the commander asked still trying to be the good soldier despite his circumstances.

"Because if you don't answer my questions the young woman who just broke your leg will come back and break some more bones." She replied not showing any sign that she'd been emotionally affected by the question in the least, "There are two hundred and six bones in the human body herr commander and only a couple of them actually need to be in one piece for us to talk. The question then becomes how many will need to be broken before you see the wisdom of compliance."

There.

The spark of fear and uncertainty in the eyes of the Nazi commander was all she'd need for leverage to get the answers she needed.

And once she had what she needed?

Well THEY said no witnesses didn't they?

 _ **The Hallways of the Nazi compound**_

 _ **Xander's POV**_

 _Yep! It's official!_ He thought as he proceeded to the wing of the compound that housed the labs, _Nazis are officially douche bags._

Sure he'd sorta known that going in but a part of him had pointed out that not all Germans could be raving genocidal lunatics or sadistic amoral sociopaths. There had to be a handful of good people. After making his way through the compound following the detonation of The Fear's bomb though he'd heard enough 'superior race' and 'FOR THE FUHRER' trash talk to silence that part of him. He concluded that if there were any good Germans they were likely kept out of the military with only those displaying absolute belief and devotion towards Hitler's policies being admitted. As a result he'd only just remembered The Joy's orders to let the ranking officers live while eliminating the cannon fodder.

Whether by luck or by chance he'd been near the labs when the bomb had gone off and on a whim had immediately done what he could to lock the doors shut. It'd only been later that he'd determined that locking the doors would make the scientists easier to handle then chasing them all over the compound. Now though it was time to see if the eggheads had done anything stupid to free themselves resulting in getting one or all of them seriously injured.

 _O-kay! Let's see what's behind door number one._ He thought as he braced himself for the occupants to try and rush the door.

With a turn of a lock and a twist of a doorknob he opened the door to find no one living in the lab but one seriously dissected corpse lying on an examination table. Tools no doubt used in the dissection were on wheeled carts around the table some of which were clean while others obviously had bodily fluids drying on them. Deciding to focus on a single task rather than the room as a whole he strode about trying to find paperwork that might explain what'd been going on in the room. He'd be satisfied with some doctor chicken scratch notes or a set of forms with results written into the blanks. Unfortunately it looked like whatever experiment had been going on in the room the paperwork had been relocated someplace else whether it was in the compound or someplace else.

Once his chosen task came to an end though he reflexively began to breath through his nose and almost immediately was inundated with the various scents in the room causing his stomach to do a loop de loop. Dashing out of the room and slamming the door shut he hoped that the other rooms were less potent but just the same conscious changed from nose breathing to mouth breathing. Considering the senses he had it probably wouldn't be too much better but he'd take what he could get.

When she opened the next door he could see a pair of scientists turning away from the barred window that they were apparently trying to get through so he figured he was safe enough. However after he took two steps into the room something was smashed against his head and he had just enough time to define it as a liquid before the pain started. It felt like something that'd make scalding hot water feel like room temperature by comparison. The pain was great but he still had presence of mind enough to reach out instinctively towards the source and grab on a clump of cloth. A few seconds later the pain began to fade and apparently he managed to regrow his left eye not having been aware up to that point that it'd been destroyed.

When the pain dropped to a tolerable level he turned to see what he'd grabbed ahold of to find a man in his late fifties wearing a pair of glasses and looking like he'd just seen the impossible.

"Now normally I'd have no problem with someone using any and all means to stay alive. I'd do the same in your place." He said only partially caring that he was now speaking German, "However that caused me quite a bit of pain so I'm not in the best of moods right now. So right about now the only thing that'll keep you alive is convincing me that you're worth keeping alive either by telling me everything you know about what's been going on here or letting me in on your boss' plans."

He let that faint hope hover for a moment then delivered a warning.

"Keep in mind that I am very good at telling when someone is lying to me." He said in his best 'do NOT fuck with ME' tone of voice, "If you lie, even once, your life is forfeit. Nod once if you understand this."

The man nodded.

"Then start talking. What experiments are you conducting here?" he asked figuring that he wanted get some good info and getting it from someone scared shitless encouraged honesty.

"We are conducting glorious work in augmentation procedures to turn our fine Aryan soldiers into Übermensch. We are but one of three compounds conducting this research with each one taking another approach." The German scientist replied sounding quite afraid, "We are given unique biological matter and told to determine a means by which it can be integrated into ordinary human beings."

"You mean like taking animal organs that can do more than human organs and surgically implanting them?" he asked remembering how in his time using animal organs had been rumored.

"I know not from what creature they come from but it is no animal." The German scientist replied shaking his head in the negative, "It came from something-"

BANG!

Before his scared prisoner could say more the side of his head exploded leaving a half ping-pong ball indentation wound that was gushing blood and dribbling grey matter.

BANG!

Turning his head he looked to see one of the two people who'd been trying to get out the window unsuccessfully shooting the other one right in the head before pressing the barrel of the gun against the side of her own head.

Recognizing what was going to happen he let go of the dead man in his hand and moved to bring his own pistol up to fire but it was too little too late.

"Hail Hitler!" the woman said before pulling the trigger and blowing her brains out before falling to the floor like a puppet whose strings had been cut.

"Well shit." He growled before holstering his pistol, "Mental note: if there's anyone left alive in the next room make sure they're unarmed."

Hearing the sound of fast approaching feet he turned around just in time to see The Fear come to a stop outside the room and look about the interior. He knew what the first question would be so he decided to beat the multi-jointed-man to the punch.

"I was questioning the scientists when one of them decided that 'death before dishonor' was the way to go." He explained before walking out of the room and past The Fear, "Learned a little bit but since I'd rather not get a repeat would you mind helping?"

A nod was all he got in response so without further delay he moved on to the next room but this time flattened his back against the wall to the right of the door before reaching over to undo the lock. Looking over to confirm that The Fear was ready she got a nod as the man held his crossbow loaded and ready. With a click the lock was undone and with a twist of the knob the door opened allowing him to peek inside to see if any ambushers were waiting for him.

None.

Gesturing to The Fear that he cover the right side of the room while he covered the left she waited only a few moments before giving the signal to move. With a roll that took her well clear of any ambushers that might've been waiting just inside the room she immediately brought her pistol to bear to take out any Germans entertaining suicide. However much to his dismay he was too late.

"Shit. Must've heard the crazy lady in the other room and decided to follow the trend." He said as he looked at the five people in the room all of whom were quite dead.

Slicing open your own throats with a sharp piece of metal tended to do that.

The wounds were clearly fresh since he could still see blood pouring out of the wounds so this hadn't happened more than a minute ago.

"O-kay. What do you think the odds are that there're any people alive in the other two rooms?" he asked wondering if they should even bother looking.

"Not very good. Still we must try." The Fear replied looking half as disappointed as he should considering the drop in potentially useful prisoners, "Perhaps if we are lucky one of their test subjects will still be alive and will have overheard something useful."

"Yeah you keep hoping for that." He said as he began to look about the room for paperwork, "Me? I'm thinking the only information we'll be getting out of this place is the printed kind."

"We still have the officers to interrogate." The Fear pointed out sounding like he was optimistic about the odds of getting something good from them.

"I doubt anyone but the commander and his second in command know anything good." He said finding a filing cabinet before pulling one of the drawers out, "The rest are probably just rank and file soldiers doing what they were told to do."

As he grabbed folders at random and skimmed through them he found evidence that confirmed what the recently deceased German scientist had told him. All the files he looked through were focused on subjects that had been subjected to implantation or grafting but in the area where he'd hoped there'd be info on WHAT was being implanted all he got was a series of numbers with a symbol at the end. Based on this and what he'd been told in the other room the Nazis were big on the whole compartmentalization thing. It was pretty much a certainty that unless you were of a high enough rank in the Totenkampf Unit you never knew the whole picture.

So short of attacking one of the two remaining compounds while a V.I.P was visiting it'd likely be awhile before they came across enough information to make a guess at the Nazi Unit's overall plans.

 _Shouldn't be anything too big to worry about._ He thought as he put a folder back into the cabinet before taking out another one, _After all the Allies win the war in the end so the Totenkampf's plans must've been stopped._

All his presence would mean would be that the their plans would be ended that much sooner.


End file.
